UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended
January 30,
2010
|
or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period
from to
|
Commission file number:
000-50563
Bakers Footwear Group,
Inc.
(Exact name of Registrant as
Specified in its Charter)
|
|
|
Missouri
(State or Other Jurisdiction
of
Incorporation or Organization)
|
|
43-0577980
(I.R.S. Employer
Identification Number)
|
|
|
|
2815 Scott Avenue,
St. Louis, Missouri
(Address of Principal
Executive Offices)
|
|
63103
(Zip Code)
|
Registrants telephone number, including area code:
(314) 621-0699
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class:
Common Stock, par value $0.0001 per share
Name of each exchange on which registered:
Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Exchange
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
|
|
|
|
Large
accelerated
filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller reporting
company þ
|
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
There is no non-voting common equity. The aggregate market value
of the common stock held by nonaffiliates (based upon the
closing price of $0.79 for the shares on the Nasdaq Global
Market) was approximately $2,203,000, as of August 1, 2009.
For this purpose, shares of the registrants common stock
known to the registrant to be held by its executive officers,
directors, certain immediate family members of the
registrants executive officers and directors and each
person known to the registrant to own 10% or more of the
outstanding voting power of the registrant have been excluded in
that such persons may be deemed to be affiliates. This
determination of affiliate status is required by
Form 10-K
and shall not be deemed to constitute an admission that any such
person is an affiliate and is not necessarily conclusive for
other purposes.
As of April 24, 2010 there were 7,384,056 shares of
the registrants common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants definitive proxy statement for
the Registrants 2010 Annual Meeting of Shareholders to be
filed within 120 days of the end of the Registrants
2009 fiscal year (the 2010 Proxy Statement) are
incorporated by reference in Part III.
PART I
General
We are a national, mall-based, specialty retailer of distinctive
footwear and accessories targeting young women who demand
quality fashion products. We sell both private label and
national brand dress, casual and sport shoes, boots, sandals and
accessories. We strive to create a fun, exciting and fashion
oriented customer experience through an attractive store
environment and an enthusiastic, well-trained sales force. Our
buying teams constantly modify our product offerings to reflect
widely accepted fashion trends. We strive to be the store of
choice for young women between the ages of 16 and 35 who seek
quality, fashionable footwear at an affordable price. We provide
a high energy, fun shopping experience and attentive, personal
service primarily in highly visible fashion mall locations. Our
goal is to position Bakers as the fashion footwear merchandise
authority for young women.
As of January 30, 2010, we operated a total of 238 stores,
including 19 stores in the Wild Pair format. The Bakers stores
target young women between the ages of 16 and 35. We believe
this target customer is in a growing demographic segment, is
extremely appearance conscious and spends a high percentage of
disposable income on footwear, accessories and apparel. The Wild
Pair chain offers edgier, faster fashion-forward footwear that
reflects the attitude and lifestyles of both women and men
between the ages of 17 and 29. As a result of carrying a greater
proportion of national brands, Wild Pair has somewhat higher
average prices than our Bakers stores. As of April 24,
2010, we operated 239 stores, including 19 Wild Pair stores.
Our fiscal year is the standard retail calendar, which closes on
the Saturday closest to January 31. In this Annual Report
on
Form 10-K,
we refer to the fiscal years ended January 28, 2006,
February 3, 2007, February 2, 2008, January 31,
2009, and January 30, 2010 as fiscal year 2005,
fiscal year 2006, fiscal year 2007,
fiscal year 2008, and fiscal year 2009
respectively. For more information, please see
Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations Fiscal
Year, appearing elsewhere herein. When this report uses
the words Company, we, us or
our, these words refer to Bakers Footwear Group,
Inc., unless the context otherwise requires.
Recent
Developments
We incurred net losses of $9.1 million and
$15.0 million in fiscal years 2009 and 2008, but made
significant progress during 2009 and 2008 in refocusing our
inventory lines and maintaining cost control. We achieved
increases in comparable store sales of 1.3% and 0.5% in fiscal
years 2009 and 2008, respectively. In fiscal year 2009 we
increased gross margin by 127 basis points and reduced
selling, general and administrative expenses by 171 basis
points as a percentage of sales on top of a 200 basis point
increase in gross margin and a 200 basis point reduction in
selling, general and administrative expenses achieved in fiscal
year 2008. These improvements were made despite being negatively
impacted by the sharp economic slowdown beginning in fall 2008.
Our losses in the last three years have had a significant
negative impact on our financial position and liquidity. As of
January 30, 2010, we had negative working capital of
$14.3 million, unused borrowing capacity under our
revolving credit facility of $1.9 million, and our
shareholders equity had declined to $2.1 million.
Our business plan for fiscal year 2010 is based on mid-single
digit increases in comparable store sales for the remainder of
the year, although comparable store sales through April 24,
2010 are down 1.4%. Based on our business plan, we expect to
maintain adequate liquidity for the remainder of fiscal year
2010. The business plan reflects continued focus on inventory
management and on timely promotional activity. We believe that
this focus on inventory should improve overall gross margin
performance compared to fiscal year 2009. The plan also includes
continued control over selling, general and administrative
expenses. We continue to work with our landlords and vendors to
arrange payment terms that are reflective of our seasonal cash
flow patterns in order to manage availability. The business plan
for fiscal year 2010 reflects continued improvement in cash
flow, but does not indicate a return to profitability. However,
there is no assurance that we will achieve the sales, margin or
cash flow contemplated in our business plan.
3
In fiscal year 2008, we obtained net proceeds of
$6.7 million from the entry into a $7.5 million
three-year subordinated secured term loan due February 1,
2011. As of April 24, 2010 the balance on our term loan was
$2.2 million, with monthly principal and interest payments
due through February 1, 2011. Originally, the term loan
agreement contained financial covenants requiring us to maintain
specified levels of tangible net worth and adjusted EBITDA (as
defined in the agreement) measured each fiscal quarter. We have
amended the loan agreement four times (May 2008, April 2009,
September 2009 and March 2010) to modify these covenants in
order to remain in compliance. The March 2010 amendment
completely eliminated these covenants for the remainder of the
term loan. As consideration for the initial loan and the May
2008 amendment thereto, we issued 400,000 shares of our
common stock and paid an advisory fee of $300,000 and costs and
expenses. As consideration for the April 2009 and September 2009
amendments, we paid fees totaling $265,000 and issued an
additional 250,000 shares of our common stock. We did not
pay any fees in connection with the March 2010 amendment.
In order to obtain our senior lenders consent to the April
2009 and September 2009 amendments to our subordinated secured
term loan, we amended our credit facility in those months. Among
other things, the amendments extended the maturity from
August 31, 2010 to January 31, 2011, reduced the
credit ceiling from $40 million to $30 million,
generally increased the interest rate from the banks prime
rate to the prime rate plus 3.5%, eliminated a grace period for
failing to maintain a minimum availability and implemented other
amendments to the agreement, including increasing certain fees.
As additional consideration for the amendments and the extension
of the maturity date of the facility, we paid a total of
$155,000 in fees. We continue to closely monitor our
availability and continue to be constrained by our limited
unused borrowing capacity. As of April 24, 2010, the
balance on our revolving line of credit was $14.3 million
and our unused borrowing capacity was $2.0 million.
Our business plan is premised on our ability to renew or replace
our existing credit facility which is scheduled to expire on
January 31, 2011 at terms comparable to the existing terms.
Although we believe that we will be successful in this effort,
there is no assurance that we will be able to do so. If we are
unable to extend our credit facility, it would become necessary
for us to obtain additional sources of liquidity to continue to
operate.
We continue to face considerable liquidity constraints. Although
we believe our business plan is achievable, should we fail to
achieve the sales or gross margin levels we anticipate, or if we
were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of
liquidity or make further cost cuts to fund our operations. In
recognition of existing liquidity constraints, we continue to
look for additional sources of capital at acceptable terms.
However, there is no assurance that we would be able to obtain
such financing on favorable terms, if at all, or to successfully
further reduce costs in such a way that would continue to allow
us to operate our business. See Item 1.
Business Risk Factors If we cannot
maintain generally positive sales trends, we could fail to
maintain a liquidity position adequate to support our ongoing
operations. herein.
For additional information on our loan arrangements, please see
Liquidity and Capital Resources herein
and Item 1. Business Risk
Factors Our operations could be constrained by our
ability to obtain funds under the terms of our revolving credit
facility and Item 1. Business Risk
Factors Our credit facility restricts our
activities herein.
As a result of our reduced shareholders equity, in
September 2009 we transferred the listing of our common stock
from the Nasdaq Global Market to the Nasdaq Capital Market, the
lowest tier of The Nasdaq Stock Market (Nasdaq). On
March 29, 2009, Nasdaq issued a determination to de-list
our common stock as a result of our failing to meet the
$2.5 million minimum stockholders equity requirement
for continued listing on the Nasdaq Capital Market. We are
currently in the process of appealing Nasdaqs
determination, which has temporarily stayed our de-listing from
Nasdaq. However, we believe that it is likely that our operating
results will not allow us to regain compliance with the Nasdaq
minimum stockholders equity requirement during fiscal year
2010. Therefore, we can give no assurance that our appeal will
be successful. Please see Item 1.
Business Risk Factors The Nasdaq Stock
Market has made a determination to delist our common stock and
there is no assurance that our appeal of that determination will
be successful. Delisting from Nasdaq could negatively impact the
value of our common stock and decrease the ability of our
shareholders or potential shareholders to purchase or sell
shares of our common stock.
Our independent registered public accounting firms report
issued in this Annual Report on
Form 10-K
included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about our
4
ability to continue as a going concern, including our recent
losses and working capital deficiency. See Note 2 to our
financial statements. Our financial statements do not include
any adjustments relating to the recoverability and
classification of assets carrying amounts or the amount of and
classification of liabilities that may result should we be
unable to continue as a going concern. We have taken several
steps that we believe will be sufficient to allow us to continue
as a going concern and to improve our liquidity, operating
results and financial condition. See Item 1.
Business Risk Factors The report issued
by our independent registered public accounting firm on our
fiscal year 2009 financial statements contains language
expressing substantial doubt about our ability to continue as a
going concern herein.
Company
History
We were founded in 1926 as Weiss-Kraemer, Inc., later renamed
Weiss and Neuman Shoe Co., a regional chain of footwear stores.
In 1997, we were acquired principally by our current chief
executive officer, Peter Edison, who had previously served in
various senior management positions at Edison Brothers Stores,
Inc. In June 1999, we purchased selected assets of the Bakers
and Wild Pair chains, including approximately 200 store
locations and inventory from Edison Brothers, which had
previously filed for bankruptcy protection. We retained the
majority of Bakers employees and key senior management and
closed or re-merchandised our stores into the Bakers or Wild
Pair formats. In February 2001, we changed our name to Bakers
Footwear Group, Inc. In February 2004, we raised
$15.5 million in connection with our initial public
offering, reclassified our capital structure, converted
outstanding subordinated convertible debentures into shares of
common stock and terminated our repurchase obligations relating
to our pre-IPO shares. We used the net proceeds to repay certain
outstanding obligations and open new stores and remodel existing
stores. In April 2005, we completed a private placement of
1,000,000 shares of common stock and warrants to purchase a
total of up to 375,000 shares of common stock. In June
2007, we completed a private placement of $4.0 million in
aggregate principal amount of subordinated convertible
debentures. In February 2008, we obtained net proceeds of
approximately $6.7 million from the entry into a
$7.5 million three-year subordinated secured term loan and
the issuance of 350,000 shares of our common stock. For
additional information regarding these transactions, please see
Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources.
We operate as one business segment for accounting purposes. See
Item 6. Selected Financial Data and
Item 8. Financial Statements and Supplementary
Data for information regarding our revenues, assets and
other financial information. We are incorporated under the laws
of the State of Missouri. Our executive offices are located at
2815 Scott Avenue, St. Louis, Missouri 63103 and our
telephone number is
(314) 621-0699.
Information on the retail website for our Bakers stores,
www.bakersshoes.com, is not part of this Annual Report on
Form 10-K.
Improving
Comparable Store Sales
We strive to improve our comparable stores sales by focusing on
our micro-merchandising strategy and focusing on better selling
styles. We also expect to complement our in-store sales with
Internet sales.
|
|
|
|
|
We attempt to keep our product mix fresh and on target by
constantly testing new fashions and actively monitoring
sell-through rates in our stores. Our team of footwear
retailers, in-house designers and merchants use their industry
experience, relationships with agents and branded footwear
producers, and their participation in industry trade shows to
analyze, interpret and translate fashion trends affecting young
women into the footwear and accessory styles they desire. To
complement the introduction of new merchandise, we view the
majority of our styles as core fashion styles that
carry over for multiple seasons. Our merchants make subtle
changes to these styles each season to keep them fresh, while
reducing our fashion risk exposure.
|
|
|
|
We employ a test and react strategy that constantly updates our
product mix while managing inventory risk. This strategy is
supported by our relationships with manufacturers, which allow
our merchandising and buying teams to negotiate short
lead-times, enabling us to test new styles and react relatively
quickly to fashion trends and keep fast-moving inventory in
stock.
|
|
|
|
We also seek to improve comparable store sales increases through
branded and private label accessories. Accessories accounted for
12.1% of merchandise sales in fiscal year 2009 and we believe
that there is significant potential to expand our accessory
sales and margins.
|
5
|
|
|
|
|
Our stores sell national branded footwear and accessories
because we believe that branded merchandise is important to our
customers, adds credibility to our stores and drives customer
traffic, increasing our overall sales volume and profitability,
while reducing our overall exposure to fashion risk. We believe
the presence of national branded merchandise in our product mix
will also increase the sales of our private label merchandise.
We continue to add sought after brands and to enhance the value
of our private label assortment. Approximately 14.2% of our net
shoe sales for fiscal year 2009 consisted of branded footwear.
|
|
|
|
For fiscal year 2009, our multi-channel sales were
$10.4 million. We believe our Web presence is important in
expanding our ability to reach our target customer base and
enhances the services we provide our customers. Furthermore, we
believe our Internet store increases customer traffic at our
Bakers stores and enables potential customers to locate our
stores.
|
New Store
Strategy
We have delayed most of our store expansion plans until our
liquidity improves. We are also subject to limitations under our
debt agreements on the amount we can spend on capital
expenditures through fiscal year 2010. Over the long-term, we
believe that there are substantial opportunities of us to grow
our business.
We opened four stores in fiscal year 2009 and have opened two
new stores in fiscal year 2010. Further store openings in fiscal
year 2010 are constrained by our debt covenant for capital
expenditures. In selecting specific sites, we look for high
traffic locations primarily in regional shopping malls. We
evaluate proposed sites based on the traffic patterns, type and
quality of other tenants, average sales per square foot achieved
by neighboring stores, lease terms and other factors considered
important with respect to a specific location. We constantly
update our search for new locations and have identified 200
additional locations for potential new stores. We opened two new
stores in fiscal year 2008 and six new stores in fiscal year
2007.
Construction costs for new stores currently average
approximately $360,000. In connection with opening a new store,
we typically receive a construction allowance from the landlord,
which can range from $25,000 to over $100,000.
Product
Development and Merchandising
Our merchants analyze, interpret and translate current and
emerging lifestyle trends into footwear and accessories for our
customers. Our merchants and senior management use various
methods to monitor changes in culture and fashion. Our buyers
travel to major domestic and international markets, such as New
York, London and Milan, to gain an understanding of fashion
trends. We attend major footwear trade shows and analyze various
information services which provide broad themes on the direction
of fashion and color for upcoming seasons. We also monitor
current music, television, movie and magazine themes as they
relate to clothing and footwear styles.
A crucial element of our product development is our test and
react strategy. We typically buy small quantities of new
footwear and deliver merchandise to a cross-section of stores.
We monitor sell-through rates on test merchandise and, if the
tests are successful, quickly re-order product to be distributed
to a larger base of stores. Frequently, we can make initial
determinations as to the results of a product test. Our senior
management team has extensive experience in retail and in
responding to changes in our business.
In addition to our test and react strategy, we also attempt to
moderate our fashion risk exposure through the national branded
component of our merchandise mix. The national brands carried by
our stores tend to focus on fashion basic merchandise supported
by national advertising by the producer of the brand, which
helps generate demand from our target customer. We hope to gain
substantial brand affinity by carrying these lines. We believe
that a customer who enters our store with the intent of shopping
for national branded footwear will also consider the purchase of
our lower price, higher gross margin private label merchandise.
Product
Mix
We sell both casual and dress footwear. Casual footwear includes
sport shoes, sandals, athletic shoes, outdoor footwear, casual
daywear, weekend casual, casual booties and tall-shafted boots.
Dress footwear includes career footwear, tailored shoes, dress
shoes, special occasion shoes and dress booties.
6
Private
Label.
Our private label merchandise, which comprised approximately
85.8% of our net shoe sales in fiscal year 2009, is generally
sold under the Bakers label and, in some instances, is supplied
to us on an exclusive basis. The retail prices of our private
label footwear generally range from $39 to $89 with most
offerings in the $59 to $79 range. We are able to offer these
prices without sacrificing merchandise quality, creating a high
perceived value, promoting multiple sale transactions, and
allowing us to build a loyal customer base. Once our management
team has arrived at a consensus on fashion themes for the
upcoming season, our buyers translate these themes into our
merchandise.
To produce our private label footwear, we generally begin with a
shoe that our buying teams have discovered during their travels
or that is brought to us by one of our commissioned buying
agents. Working with our agents, we develop a prototype shoe,
which we refer to as a sample. We control the process by
focusing on key color, fabric and pattern selections, and
collaborate with our buying agents to establish production
deadlines. Once our buyers have approved the sample, our buying
agents arrange for the purchase of necessary materials and
contract with factories to manufacture the footwear to our
specifications.
We establish manufacturing deadlines in order to ensure a
consistent flow of inventory into the stores, emphasizing
relatively short lead times. Depending upon where the shoes are
produced and where the materials are sourced, we can have shoes
delivered to our stores in four to 12 weeks. For more
information, please see Sourcing and
Distribution.
Our success depends upon our customers perception of new
and fresh merchandise. Our test and react strategy reduces our
risk on new styles of footwear. We also manage our markdown
exposure by re-interpreting our core product. Approximately
10-15% of
our private label mix is core product, which we define as styles
that carry over for multiple seasons. Our buyers make changes to
core products which include colors, fabrications and modified
styling to create renewed interest among our customers. We also
have relationships with some producers of national brands that,
from time to time, produce comparable versions of their branded
footwear under our private label brands.
Our information systems are designed to identify trends by item,
style, color
and/or size.
In response, our merchandise team generates a key-item report to
more carefully monitor and support sales, including reordering
additional units of certain items, if available. Merchandising
teams and buyers work together to develop new styles to be
presented at monthly product review and selection meetings.
These new styles incorporate variations on existing styles in an
effort to capitalize further on the more popular silhouettes and
heel heights or entirely new styles and fabrications that
respond to emerging trends or customer preferences.
H by
Halston.
On January 25, 2010, we entered into a licensing agreement
with the owner of the Halston trademark. Under the terms of this
agreement, we have the exclusive right to manufacture and market
footwear and handbags primarily under the trade name H by
Halston for an initial, renewable term of five years. Our
intention is to use H by Halston as a new platform for
developing and selling fast, young, moderate priced designer
footwear for young women. We believe this agreement can add
tremendous value to Bakers with our vendors, employees and
customers. It is part of a long-term trend in retailing where
retailers own a captive piece of a design label. We expect the
first H by Halston shoe to be delivered in May and the first H
by Halston line of footwear and handbags to be in our stores by
August. We will pay royalties to the owner of the trademark
based on the greater of a percentage of sales or a minimum
annual royalty of $1,500,000, payable quarterly. The initial
quarterly minimum royalty payment was made at the commencement
of the agreement; subsequent royalty payments will be made
quarterly in arrears.
National
Brands.
Our stores carry nationally recognized branded merchandise which
we believe increases the attractiveness of our product offering
to our target customers. Our branded shoe sales comprised
approximately 14.2% of our net shoe sales for fiscal year 2009.
We believe that branded merchandise is important to our
customers, adds credibility to our stores and drives customer
traffic resulting in increased customer loyalty and sales.
Important national brands
7
in our stores include Ed
Hardy®,
Jessica
Simpson®,
BCBGirls®,
Guess
Sport®,
Rocawear®,
Blowfish®,
Playboy®,
and Baby
Phat®.
We believe offering nationally recognized brands are a key
element to attracting appearance conscious young women. Branded
merchandise sells at a higher price point than our private label
merchandise. As a result, despite a lower gross margin
percentage, branded merchandise can generate greater gross
profits per pair and leverages our operating costs.
Accessories.
Our branded and private label accessories include handbags,
jewelry, sunglasses, ear clips and earrings, leggings, scarves
and other items. Our accessory products allow us to offer the
convenience of one-stop shopping to our customers, enabling them
to complement their seasonal
ready-to-wear
clothing with color coordinated footwear and accessories.
Accessories add to our overall sales and typically generate
higher gross margins than our footwear.
Merchandise
Mix.
The following table illustrates net sales by merchandise
category as a percentage of our total net sales for fiscal years
2007-2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
Category
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
Private Label Footwear
|
|
|
71.3
|
%
|
|
|
72.8
|
%
|
|
|
75.4
|
%
|
Branded Footwear
|
|
|
16.2
|
%
|
|
|
15.5
|
%
|
|
|
12.5
|
%
|
Accessories
|
|
|
12.5
|
%
|
|
|
11.7
|
%
|
|
|
12.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Planning
and Allocation.
We have developed a micro-merchandising strategy for each of our
Bakers stores through market research and sales experience. We
maintain the level and type of styles demanded by subsets of our
target customers. We have categorized each of our Bakers stores
as being predominantly a mainstream, fashion or urban location,
and if appropriate we identify subcategories for certain stores.
We have implemented a similar micro-merchandising strategy for
our Wild Pair stores.
Our micro-merchandising strategy of classifying multiple stores
and merchandising them similarly based upon customer
demographics and historical sales trends enables our merchants
to provide an appropriate merchandise mix in order to meet that
particular stores customers casual, weekend/club,
career and special occasion needs. In determining the
appropriate merchandise mix and inventory levels for a
particular store, among other factors, we consider selling
history, importance of branded footwear, importance of
accessories, importance of aggressive fashion, the stock
capacity of the store, sizing trends and color preferences.
Our merchandising plan includes sales, inventory and
profitability targets for each product classification. This plan
is reconciled with our store sales plan, a compilation of
individual store sales projections that is developed
semi-annually, but reforecasted monthly. We also update the
merchandising plan on a monthly basis to reflect current sales
and inventory trends. The plan is then distributed throughout
the merchandising department, which analyzes trends on a weekly,
and sometimes daily, basis. We use the reforecasted
merchandising plan to adjust production orders as needed to meet
inventory and sales targets. This process helps to control our
inventory levels and markdowns but mainly to reallocate
inventory acquisitions.
Our buyers typically order merchandise 30 to 90 days in
advance of anticipated delivery. This strategy allows us to
react to both the positive and negative trends and customer
preferences identified through our information systems and other
tracking procedures. Through this purchasing strategy, we can
take advantage of positive trends by quickly replenishing our
inventory of popular products. This strategy can also reduce our
exposure to risk because we are less likely to be overstocked
with less desirable items.
8
Clearance.
We utilize clearance and markdown procedures to reduce our
inventory of slower moving styles. Our management monitors
pricing and markdowns to facilitate the introduction of new
merchandise and to maintain the freshness of our fashion image.
We have three clearance sales each year, which coincide with the
end of a particular selling season. For more information
regarding our selling seasons, please see Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Seasonality and Quarterly
Fluctuations. You should also refer to
Seasonality and to
Risk Factors Our overall
profitability is highly dependent upon our fourth quarter
results. During a clearance sale, we systemically lower
the prices in store of the items, and if not sold, to ship them
to one of our 25 stores which have special clearance sections.
We believe that our test and react strategy and our monitoring
of inventories and consumer buying trends help us to reduce
sales at clearance prices.
Stores
Store
Locations and Environment.
Our stores are designed to attract customers who are intrigued
by a young and contemporary lifestyle and to create an inviting,
exciting atmosphere in which it is fun for them to shop in
locations where they want to shop. Our stores average
approximately 2,300 square feet and are primarily located
in regional shopping malls. As of January 30, 2010, six of
our stores, which are located in dense urban markets such as New
York City and Chicago, have freestanding street locations. We
believe that we are also able to operate in a wide range of
shopping mall classifications.
Our stores create a clean, upscale boutique environment,
featuring contemporary finishing and sophisticated details.
Glass exteriors allow passersby to see easily into the store
from the high visibility, high traffic locations in the malls
where we have located most of our stores. The open floor design
allows customers to readily view the majority of the merchandise
on display while store fixtures allow for the efficient display
of accessories.
Our customers use cash and third-party credit cards to purchase
our products. We do not issue private credit cards or make use
of complicated financing arrangements.
9
Following is a list of our stores by state as of
January 30, 2010:
|
|
|
|
|
|
|
No.
|
|
|
|
Stores
|
|
|
Alabama
|
|
|
1
|
|
Arizona
|
|
|
3
|
|
Arkansas
|
|
|
2
|
|
California
|
|
|
38
|
|
Colorado
|
|
|
2
|
|
Connecticut
|
|
|
5
|
|
Delaware
|
|
|
1
|
|
Florida
|
|
|
18
|
|
Georgia
|
|
|
13
|
|
Idaho
|
|
|
1
|
|
Illinois
|
|
|
17
|
|
Indiana
|
|
|
2
|
|
Kansas
|
|
|
2
|
|
Kentucky
|
|
|
1
|
|
Louisiana
|
|
|
5
|
|
Maryland
|
|
|
7
|
|
Massachusetts
|
|
|
7
|
|
Michigan
|
|
|
9
|
|
Missouri
|
|
|
6
|
|
Nebraska
|
|
|
1
|
|
Nevada
|
|
|
3
|
|
New Hampshire
|
|
|
1
|
|
New Jersey
|
|
|
14
|
|
New Mexico
|
|
|
1
|
|
New York
|
|
|
20
|
|
North Carolina
|
|
|
4
|
|
Ohio
|
|
|
6
|
|
Oklahoma
|
|
|
2
|
|
Pennsylvania
|
|
|
6
|
|
Rhode Island
|
|
|
2
|
|
South Carolina
|
|
|
2
|
|
Tennessee
|
|
|
1
|
|
Texas
|
|
|
23
|
|
Utah
|
|
|
1
|
|
Virginia
|
|
|
7
|
|
Washington
|
|
|
2
|
|
Wisconsin
|
|
|
2
|
|
|
|
|
|
|
Total Stores
|
|
|
238
|
*
|
Total States
|
|
|
37
|
|
|
|
|
* |
|
Excludes our Internet site, which is merchandised as a Bakers
store. |
10
Store
Concepts.
As of January 30, 2010, we operated 219 Bakers stores and
19 Wild Pair stores. As of April 24, 2010, we operated 239
stores including 19 Wild Pair stores. Our Bakers stores focus on
widely-accepted, mainstream fashion and provide a fun,
high-energy shopping environment geared toward young women
between the ages of 16 and 35. Our Wild Pair stores feature
fashion-forward merchandise for faster fashion minded women and
men with our target customer between the ages of 17 and 29 and
reflect the attitude and lifestyle of this demographic niche.
The Wild Pair customer demands edgier, faster fashion that
exists further towards the leading edge than does
the typical Bakers customer, which allows us to better monitor
the direction of the fashion-forward look that our Bakers
customer will be seeking. To match the attitude of our Wild Pair
merchandise, we have created a fast, fun, environment within our
Wild Pair stores. Wild Pair stores carry a higher proportion of
branded merchandise, which generally sells at higher price
points than our Bakers footwear.
The following table compares our Bakers and Wild Pair formats:
|
|
|
|
|
|
|
Bakers
|
|
Wild Pair
|
|
Target customer
|
|
Women ages 16-35
|
|
Men & women ages 17-29
|
Private label sales
|
|
87% 90%
|
|
40% 45%
|
Branded sales
|
|
10% 13%
|
|
55% 60%
|
Fashion content
|
|
Widely accepted
|
|
Edgy, lifestyle-based
|
Approximate average store size
|
|
2,300 square feet
|
|
2,100 square feet
|
Store
Operations.
Our store operations are organized into three divisions, east,
midwest/central, and west, which are subdivided into 18 regions.
Each region is managed by a regional manager, who is typically
responsible for 10 to 18 stores. Each store is typically staffed
with a manager, assistant manager and floor supervisor, in
addition to approximately five part-time sales associates. In
some markets where stores are more closely located, one of the
store managers may also act as an area manager for the stores in
that area, assisting the regional manager for those stores.
Our regional managers are primarily responsible for the
operation and results of the stores in their region, including
the hiring or promotion of store managers. We develop new store
managers by promoting from within and selectively hiring from
other retail organizations. Our store managers are primarily
responsible for store results, hiring and training store level
staff, payroll control, shortage control, store presentation and
regional marketing. While managers are key in helping to
determine correct product mix for their market, merchandise
selections, inventory management and visual merchandising
strategies for each store are largely determined at the
corporate level and are communicated to the stores generally on
a weekly basis.
Our commitment to customer satisfaction and service is an
integral part of building customer loyalty. We seek to instill
enthusiasm and dedication in our store management personnel and
sales associates through incentive programs and regular
communication with the stores. Sales associates receive
commissions on sales with a guaranteed minimum hourly
compensation. We run various sales contests to encourage our
sales associates to maximize sales volume. Store managers
receive base compensation plus incentive compensation based on
sales, payroll and inventory control. Regional and area managers
receive base compensation plus incentive compensation based on
meeting operational benchmarks. Each of our managers controls
the payroll hours in conjunction with a weekly budget provided
by the regional manager.
We have well-established store operating policies and procedures
and use an in-store training regimen for all store employees. On
a regular basis, our merchandising staff provides the stores
with merchandise presentation instructions, which include
diagrams and photographs of fixture presentations. In addition,
our internal newsletter provides product descriptions, sales
histories and other milestone information to sales associates to
enable them to gain familiarity with our product offerings and
our business. We offer our sales associates a discount on our
merchandise to encourage them to wear our merchandise and to
reflect our lifestyle image both on and off the selling floor.
11
Our regional managers are responsible for maintaining a loss
prevention program in each of our stores. In addition, we have a
loss prevention department with regional loss prevention staff
who perform individual store visits throughout the year. Our
loss prevention efforts also include monitoring returns, voided
transactions, employee sales and deposits, using software to
analyze transactions recorded in our point of sale system, as
well as educating our store personnel on loss prevention. We
track inventory through electronic receipt acknowledgment to
better monitor loss prevention factors, which allows us to
identify variances and further to reduce our losses due to
damage, theft or other reasons.
Sourcing
and Distribution
A key factor in our ability to offer our merchandise at moderate
prices and respond quickly to changes in consumer trends is our
sourcing ability. We source each of our private label product
lines separately based on the individual design, styling and
quality specifications of those products. We do not own or
operate any manufacturing facilities and rely primarily on third
party foreign manufacturers in China, Brazil, Italy, Spain and
other countries for the production of our private label
merchandise. Our buying agents have relationships with these
manufacturers and generally have been successful in minimizing
the lead times for sourcing merchandise. These relationships
have allowed us to work very close to our expected delivery
dates. In addition, our test and react strategy supported by
these strong relationships with manufacturers allows our
merchandising and buying teams to test new styles and react
quickly to fashion trends, while keeping fast-moving inventory
in stock. For more information about risks associated with the
foreign sourcing of our products, you should refer to Risk
Factors Our merchandise is manufactured by foreign
manufacturers; therefore, the availability and costs of our
products may be negatively affected by risks associated with
international trade and Risk Factors Our
reliance on manufacturers in China exposes us to supply
risks.
We believe that this sourcing of footwear products and our short
lead times reduce our working capital investment and inventory
risk, and enables more efficient and timely introduction of new
product designs. We have not entered into any long-term
manufacturing or supply contracts. We believe that a sufficient
number of alternative sources exist for the manufacture of our
products. The principal materials used in the manufacture of our
footwear and accessory merchandise are available from numerous
domestic and international sources.
Management, or our agents, perform an array of quality control
inspection procedures at each stage in the production process,
including examination and testing of prototypes of key products
prior to manufacture, samples and materials prior to production
and final products prior to shipment.
Substantially all merchandise for our stores is initially
received, inspected, processed and distributed through one of
our two distribution centers, each of which is part of a
third-party warehousing system. Merchandise that is manufactured
in China is delivered to our west coast distribution center
located in Los Angeles, California and merchandise manufactured
elsewhere in the world is delivered to our east coast
distribution center located near Philadelphia, Pennsylvania. In
accordance with our micro-merchandising strategy, our allocation
teams determine how the product should be distributed among the
stores based on current inventory levels, sales trends, specific
product characteristics and the buyers input. Merchandise
typically is shipped to the stores as soon as possible after
receipt in our distribution centers using third party carriers,
and any goods not shipped to stores are shipped to our warehouse
facility in St. Louis, Missouri for replenishment purposes.
We also fulfill our Internet store and catalog sales from our
St. Louis facility.
Information
Systems and Technology
Our information systems integrate our individual stores,
merchandising, distribution and financial systems. Daily sales
and cash deposit information is electronically collected from
the stores point of sale terminals nightly. This allows
management to make timely decisions in response to market
conditions. These include decisions about pricing, markdowns,
reorders and inventory management.
Our allocation and replenishment system, in conjunction with our
point of sale system, allows us to execute our
micro-merchandising strategy through efficient management and
allocation of our store inventories. These systems allow us to
respond quickly to fashion trends, identify and reduce our
losses due to damage, theft or other reasons, and to monitor
employee productivity. Our micro-merchandising strategy requires
us to adapt the merchandise mix
12
by location, with different assortments depending on store level
customer demographics. We have the capability to constantly
monitor inventory levels and purchases by store, enabling us to
manage our merchandise mix.
We believe that effective use of our systems allow us to manage
our exposure to markdowns. We believe that our systems
facilitate the process of controlling inventory commitments in
light of changes in consumer demand. We believe that our buyers
and inventory management team are able to efficiently adjust our
store inventory levels to effectively control excess inventory
and markdowns.
Marketing
and Advertising
Our marketing includes in-store, high-impact, visual
advertising. Marketing materials are positioned to exploit our
high visibility, high traffic mall locations. Banners in our
windows and signage on our walls and tables may highlight a
particular fashion story, a seasonal theme or a featured piece
of merchandise. We utilize promotional giveaways or promotional
event marketing.
Every three weeks, we provide the stores with specific
merchandise display directions from the corporate office. Our
in-store product presentation utilizes a variety of different
fixtures to highlight the breadth of our product line. Various
fashion themes are displayed throughout the store utilizing
combinations of styles and colors.
To cultivate brand loyalty, we offer our frequent buying card,
the B-Card. This program currently allows our
customers to purchase a B-Card for $25 and receive a 10%
discount on most purchases for a twelve month period. We believe
that this program strengthens customer loyalty.
We also market to customers who have provided us with their
e-mail
addresses via web-bursts,
e-mail
messages from Bakers announcing new product offerings and
promotions.
Competition
We believe that our Bakers stores have no direct national
competitors who specialize in full-service, moderate-priced
fashion footwear for young women. Yet, the footwear and
accessories retail industry is highly competitive and
characterized by low barriers to entry.
Competitive factors in our industry include: brand name
recognition; product styling; product quality; product
presentation; product pricing; store ambiance; customer service;
and convenience.
We believe that we match or surpass our competitors on the
competitive factors that matter most to our target customer. We
offer the convenience of being located in high-traffic,
high-visibility locations within the shopping malls in which our
customer prefers to shop. We have a focused strategy on our
target customer that offers her the fun store atmosphere, full
service and style that she desires.
Several types of competitors vie for our target customer:
|
|
|
|
|
department stores (such as Bloomingdales, Macys,
Dillards and Kohls);
|
|
|
|
national branded wholesalers (such as Nine West, Steve Madden
and Vans);
|
|
|
|
national branded off-price retailers (such as DSW, Rack Room and
Shoe Carnival);
|
|
|
|
national specialty retailers (such as Finish Line,
Journeys, Naturalizer and Aldos);
|
|
|
|
regional chains (such as Cathy Jean and Sheik);
|
|
|
|
discount stores (such as Wal-Mart, Target and K-Mart); and, to a
lesser extent,
|
|
|
|
apparel retailers (such as bebe, Charlotte Russe, Rampage and
Wet Seal).
|
Department stores generally are not located within the interior
of the mall where our target customer prefers to shop with her
friends. National branded wholesalers generally have a narrower
line of footwear with higher average price points and target a
more narrowly focused customer. Specialty retailers also cater
to a different demographic than our target customer. Regional
chains generally do not offer the depth of private label
merchandise that we offer. National branded off-price retailers
and discount stores do not provide the same level of fashion or
customer service.
13
Apparel retailers, if they sell shoes or accessories, generally
offer a narrow line of styles, which can encourage a customer to
come to our store to purchase shoes or accessories to complement
her new outfit. Our competitors sell a broad assortment of
footwear and accessories that are similar and sometimes
identical to those we sell, and at times may be able to provide
comparable merchandise at lower prices. While each of these
different distribution channels may be able to compete with us
on fashion, value or service, we believe that none of them can
successfully match or surpass us on all three of these elements.
Our Wild Pair stores compete on most of the same factors as
Bakers. However, due to Wild Pairs market position, it is
subject to more intense competition from national specialty
retailers and national branded wholesalers.
History
of Bakers Shoe Stores
The first Bakers shoe store opened in Atlanta, Georgia, in 1924.
Bakers grew to be one of the nations largest womens
moderately priced specialty fashion footwear retailers. At its
peak in 1988, Bakers had grown to approximately 600 stores. At
that time, it was one of several footwear, apparel and
entertainment retail specialty chains that were owned and
operated by Edison Brothers, which in 1995 had over 2,500 stores
in the United States, Puerto Rico, the Virgin Islands, Mexico
and Canada. Edison Brothers filed a petition for reorganization
under Chapter 11 of the United States Bankruptcy Code on
November 3, 1995. After an unsuccessful reorganization,
Edison Brothers refiled for bankruptcy on March 9, 1999,
and immediately commenced a liquidation of all its assets. In
June 1999, we purchased selected assets of the Bakers and Wild
Pair chains, approximately 200 store locations and inventory,
from Edison Brothers Stores, Inc. We retained the majority of
Bakers employees and key senior management, merchandise
buyers, store operating personnel and administrative support
personnel. Subsequently, we closed or re-merchandised our prior
stores into the Bakers or Wild Pair formats.
Employees
As of April 22, 2010, we employed approximately
571 full-time and 1,809 part-time employees with
approximately 150 of our employees at our corporate offices and
warehouse, and 2,231 employees at our store locations. The
number of part-time employees fluctuates depending on our
seasonal needs. None of our employees are represented by a labor
union, and we believe our relationship with our employees is
good.
Properties
All of our stores are located in the United States. We lease all
of our store locations. Most of our leases have an initial term
of approximately ten years. In addition to base rent, leases
typically require us to pay property taxes, utilities, repairs,
maintenance, common area maintenance and, in some instances,
merchant association fees. Some of our leases also require
contingent rent based on sales.
We lease approximately 38,000 square feet for our
headquarters, located at 2815 Scott Avenue, St. Louis,
Missouri 63103. The lease has approximately seven years
remaining. We also lease an approximately 138,000 square
foot warehouse in St. Louis with a remaining lease term of
approximately six years.
Intellectual
Property and Proprietary Rights
We acquired the right and title to several trademarks in
connection with the Bakers acquisition, including our trademarks
Bakerstm
and Wild
Pair®.
In addition, we currently have several applications pending with
the United States Patent and Trademark Office for additional
registrations. For more information on our trademarks, please
see Risk Factors Our ability to expand into
some territorial and foreign jurisdictions under the trademarks
Bakers and Wild Pair is restricted
and Risk Factors Our potential inability or
failure to renew, register or otherwise protect our trademarks
could have a negative impact on the value of our brand
names.
Seasonality
Our business is highly seasonal. We have five principal selling
seasons: transition (post-holiday), Easter,
back-to-school,
fall and holiday. Our fourth quarter sales volume tends to be
significantly higher than our other
14
quarters because our product offering during the Holiday season
tends to include our higher price point merchandise such as
boots and customer traffic tends to be substantially higher
during the Holiday season. Consequently, we achieve our greatest
leverage on fixed expenses and can generate our highest profit
margin levels during the fourth quarter. We have two of our five
clearance sales during the third quarter and, consequently, we
achieve our least leverage on fixed expenses and generate our
lowest profit levels during the third quarter. Our working
capital requirements fluctuate during the year, increasing prior
to peak shopping seasons as we increase inventory levels to meet
anticipated peak demand. You should also refer to Risk
Factors Our overall profitability is highly
dependent upon our fourth quarter results, Risk
Factors Our operations could be constrained by our
ability to obtain funds under the terms of our revolving credit
facility and Item 7. Managements
Discussion and Analysis of Financial Condition and Results of
Operations Seasonality and Quarterly
Fluctuations.
Cautionary
Note Regarding Forward-Looking Statements and Risk
Factors
This Annual Report on
Form 10-K
includes, and our other periodic reports and public disclosures
may contain, forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 which
involve known and unknown risks and uncertainties or other
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by these
forward-looking statements. The words believes,
anticipates, plans, expects,
intends, estimates and similar
expressions are intended to identify forward-looking statements.
You should not place undue reliance on those statements, which
speak only as of the date on which they are made. We undertake
no obligation to update any forward-looking statements to
reflect events or circumstances arising after such dates. You
should read this
Form 10-K
completely and with the understanding that our actual results
may be materially different from what we expect. We qualify all
of our forward-looking statements by these cautionary statements.
These risks, uncertainties and other factors may cause our
actual results, performances or achievements to be materially
different from those expressed or implied by our forward-looking
statements:
|
|
|
|
|
our ability to identify and respond to changing consumer fashion
preferences;
|
|
|
|
our susceptibility to operating losses;
|
|
|
|
our ability to successfully appeal our pending delisting from
the Nasdaq Stock Market;
|
|
|
|
our ability to maintain adequate liquidity to operate our
business as desired;
|
|
|
|
the accuracy of our estimates regarding our capital requirements
and needs for additional financing;
|
|
|
|
our expectations regarding future financial results or
performance;
|
|
|
|
the execution of our business strategy;
|
|
|
|
our ability to comply with the covenants under our lending
arrangements;
|
|
|
|
any of our other plans, objectives, expectations and intentions
contained in this Annual Report on
Form 10-K
that are not historical facts; and
|
|
|
|
changes in general economic and business conditions.
|
Risk
Factors
Our
failure to identify and respond to changing consumer fashion
preferences in a timely manner would negatively impact our
sales, profitability, liquidity and our image as a fashion
resource for our customers.
The footwear industry is subject to rapidly changing consumer
fashion preferences. Our sales, net income and liquidity are
sensitive to these changing preferences, which can be rapid and
dramatic. Accordingly, we must identify and interpret fashion
trends and respond in a timely manner. We continually market new
styles of footwear, but demand for and market acceptances of
these new styles are uncertain. Our failure to anticipate,
identify or react appropriately to changes in consumer fashion
preferences may result in lower sales, higher markdowns to
reduce excess inventories, lower gross profits and negatively
impact our financial liquidity. Conversely, if we fail to
anticipate consumer demand for our products, we may experience
inventory shortages, which would result in lost
15
sales and could negatively impact our customer goodwill, our
brand image and our profitability. Moreover, our business relies
on continuous changes in fashion preferences. Stagnating
consumer preferences could also result in lower sales and would
require us to take higher markdowns to reduce excess
inventories. For example, in fiscal years 2006, 2007, and 2008
our product offerings did not adequately reflect changes in
consumer fashion trends, primarily sandals in the spring and for
boots in the fall, which negatively impacted sales and
profitability See Item 7. Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
If we
cannot maintain generally positive sales trends, we could fail
to maintain a liquidity position adequate to support our ongoing
operations.
Our ability to maintain and ultimately improve our liquidity
position is highly dependent on sustaining the positive sales
trends that began in June 2008 and have continued through 2009.
Our comparable store sales for the last three quarters of fiscal
year 2008 increased 4.7% and our comparable store sales for
fiscal year 2009 increased 1.3%. Through the first 12 weeks
of fiscal year 2010 comparable stores sales decreased 1.4%. Our
comparable store sales for fiscal year 2006 and fiscal year 2007
decreased 7.1% and 12.3%, respectively. Our net losses in recent
years have negatively impacted our liquidity and financial
position. At January 30, 2010, we had negative working
capital of $14.3 million, unused borrowing capacity under
our revolving credit facility of $1.9 million, and our
shareholders equity had declined to $2.1 million. If
positive sales trends do not continue, or if we were to incur
significant unplanned cash outlays, it would become necessary
for us to obtain additional sources of liquidity, or take
additional cost cutting measures. Any future financing would be
subject to our financial results, market conditions and the
consent of our lenders. We may not be able to obtain additional
financing or we may only be able to obtain such financing on
terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities. If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company.
The
Nasdaq Stock Market has made a determination to delist our
common stock and there is no assurance that our appeal of that
determination will be successful. Delisting from Nasdaq could
negatively impact the value of our common stock and decrease the
ability of our shareholders or potential shareholders to
purchase or sell shares of our common stock.
In September 2009, we transferred the listing of our common
stock from the Nasdaq Global Market to the Nasdaq Capital Market
where our common stock is currently listed. The Nasdaq Stock
Market (Nasdaq) has minimum requirements that a company must
meet in order to remain listed on The Nasdaq Capital Market.
These requirements include maintaining a minimum
stockholders equity of $2.5 million, a minimum
closing bid price of $1.00 per share and also include
maintaining a minimum market value of publicly held shares. As
of October 31, 2009, we did not meet the minimum
shareholders equity requirement. On December 14, 2009
we received a staff deficiency letter from Nasdaq informing us
that, based on its stockholders deficit as reported in our
Quarterly Report on
Form 10-Q
filed on December 9, 2009, we did not meet the
$2.5 million minimum stockholders equity required for
continued listing on the Capital Market. In response to this
letter, we submitted a plan of compliance to Nasdaq. On
January 21, 2010 Nasdaq granted us an extension until
March 29, 2010 to demonstrate compliance with this
standard. On March 29, 2010, after we reported our fourth
quarter results showing stockholders equity of
$2.1 million, we received a staff deficiency letter from
Nasdaq stating that the Company did not meet the minimum
stockholders equity requirement within the extension
period. If we would not have appealed this determination, our
common stock would have been suspended from trading at the open
of business on April 7, 2010 and our securities would have
been removed from listing and registration on Nasdaq.
We appealed this staff deficiency letter and have been granted a
hearing to be held on May 6, 2010. We have appealed this
determination based on our improved operating results over the
past two years, positive sales momentum in 2010, and positive
cash flow. However, we believe that it is likely that our
operating results will not allow us to regain compliance with
the Nasdaq minimum stockholders equity requirement during
fiscal year 2010. Therefore, we can give no assurance that our
appeal will be successful.
If the our appeal is unsuccessful and our common stock is
delisted from Nasdaq, we expect to have our common stock quoted
on the OTC Bulletin Board or the Pink Sheets.
However, a market maker must apply to
16
register and quote the Common Stock for the OTC
Bulletin Board or Pink Sheets. We have held
preliminary discussions with potential market makers and believe
that such market makers will be willing to do so. Since this
process is not within our direct control, however, there is no
assurance that the Companys securities will be quoted on
the OTC Bulletin Board or the Pink Sheets. If
our stock were to trade on the
over-the-counter
market, selling our common stock could be more difficult because
smaller quantities of shares would likely be bought and sold,
transactions could be delayed, and security analysts
coverage of us may be reduced. In addition, in the event our
common stock is delisted, broker-dealers have certain regulatory
burdens imposed upon them, which may discourage broker-dealers
from effecting transactions in our common stock, further
limiting the liquidity of our common stock. These factors could
have a material adverse effect on the trading price, liquidity,
volatility, value and marketability of our common stock and
could have a material adverse effect on our ability to obtain
adequate financing for the continuation of our operations.
The
report issued by our independent registered public accounting
firm on our fiscal year 2009 financial statements contains
language expressing substantial doubt about our ability to
continue as a going concern.
The report of our independent registered public accounting firm
for the fiscal year ended January 30, 2010, states that our
recent losses raise substantial doubt about our ability to
continue as a going concern. Our financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset and liability amounts that
might be necessary if we cease to function as a going concern.
See Note 2 to our financial statements. This audit report
could adversely affect our relationships with our landlords, our
suppliers, our ability to raise additional capital and to
execute our business plan, and could have a material adverse
effect on our business, financial condition and results of
operations. Moreover, if we cease to function as a going concern
you may lose your investment in the Company.
Our
revolving credit facility is scheduled to expire on
January 31, 2011 and our continued operations are reliant
upon our ability to either renew or replace this
facility.
We have a $30.0 million secured revolving credit facility
with Bank of America, N.A. We routinely depend on our credit
facility and may use a large percentage of the facility to fund
our inventory purchases and our capital expenditures. The
facility is scheduled to expire on January 31, 2011. We are
currently negotiating with the bank to renew the facility.
Although we believe that we will be successful in negotiating a
renewal or replacement, there is no assurance that we will be
able to do so. In the event that we were to be unable to renew
the facility with the bank or unable to replace the facility
with a similar facility with another financial institution, it
would become necessary for us to obtain additional sources of
liquidity. We may not be able to obtain additional financing or
we may only be able to obtain such financing on terms that are
substantially dilutive to our current shareholders and that may
further restrict our business activities. If we cannot obtain
needed financing, our operations may be materially negatively
impacted and we may be forced into bankruptcy or to cease
operations and you could lose your investment in the Company.
Our
operations could be constrained by our ability to obtain funds
under the terms of our revolving credit facility.
Our business is seasonal, with a substantial portion of our
profitability and cash flow occurring during our fourth quarter.
We rely on draws from our revolving credit facility to fund
seasonal working capital requirements during our year. Draws on
our credit facility are limited by both an overall limit of
$30 million and also by a calculated borrowing base that
varies according to a formula based on inventory and accounts
receivable and is generally less than the $30 million
overall limit. As of January 30, 2010, we had an
outstanding balance on our credit facility of $10.5 million
and unused borrowing capacity, calculated in accordance with the
agreement, of $1.9 million. As of April 24, 2010, we
had an outstanding balance of $14.3 million and unused
borrowing capacity of $2.0 million. To the extent we were
to fail to generate sufficient cash from operating activities or
from other financing activities, we could encounter availability
constraints related to our operating activities. See
Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations
Financing Activities.
17
Our
credit facility restricts our activities.
Our credit facility includes financial and other customary
covenants which, among other things require us to maintain a
minimum availability, restrict our business activities and our
ability to incur debt, make acquisitions, pay dividends, and
repurchase our stock. A change in control of our Company,
including any person or group acquiring beneficial ownership of
40% or more of our common stock or our combined voting power (as
defined in the credit facility), is also prohibited.
In the event that we were to violate any of the covenants in our
credit facility, or if other indebtedness in excess of
$1.0 million could be accelerated, or in the event that 10%
or more of our leases could be terminated (other than solely as
a result of certain sales of our common stock), the lender would
have the right to accelerate repayment of all amounts
outstanding under the credit agreement, or to commence
foreclosure proceedings on our assets.
For more information about our credit facility, please see
Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources.
The
terms of our subordinated secured term loan contain certain
covenants that restrict our activities. If we are unable to
comply with these covenants, we would have to negotiate an
amendment to the loan agreement or the lender could accelerate
the repayment of our indebtedness and subject us to a
cross-default
under our credit facility.
Although we have entered into an amendment with our lenders to
eliminate certain financial covenants regarding specified levels
of adjusted EBITDA and tangible net worth (both as defined in
the loan agreement) each fiscal quarter, our loan agreement
still contains annual limits on capital expenditures. We are
also subject to restrictive covenants, including covenants that
restrict our ability to incur additional indebtedness, to
pre-pay other indebtedness, to dispose of assets, to effect
certain corporate transactions, including specified mergers and
sales of all or substantially all of our assets, to change the
nature of our business, to pay dividends (other than in the form
of common stock dividends), as well as covenants that limit
transactions with affiliates and prohibit a change of control
(as defined in the loan agreement). The loan agreement generally
provides for customary events of default, including default in
the payment of principal or interest or other required payments,
failure to observe or perform covenants or agreements contained
in the transaction documents (subject to certain limited
exceptions), materially breaching our senior credit facility or
the terms of our subordinated convertible debentures, generally
failure to pay when due debt obligations (broadly defined,
subject to certain exceptions) in excess of $1 million,
specified events of bankruptcy or specified judgments against us.
Upon the occurrence of an event of default under the term loan,
the lender will be entitled to acceleration of the debt plus all
accrued and unpaid interest, subject to a senior subordination
agreement that was entered into with Bank of America, N.A., with
the interest rate increasing to 17.5% per annum. Defaults under
our term loan could also result in cross-acceleration of our
senior credit facility and our subordinated convertible
debentures. If an event of default occurs under the term loan,
we may be unable to negotiate a mutually acceptable modification
of the loan with the lender and we may not have sufficient funds
to pay the total amount of accelerated obligations, and our
lenders under the senior secured credit facility and
subordinated secured term loan could proceed against the
collateral securing the loan. Any acceleration in the repayment
of our indebtedness or related foreclosure could adversely
affect our business.
An amendment to maintain compliance with our loan covenants, if
any, may be extremely expensive. In order to obtain the consent
of our senior lender for such amendments, we have also agreed to
modify the terms of our senior credit facility, which included
an increase in the interest rate and certain fees. However,
there can be no assurance that we would be able to obtain
additional amendments in the future.
A
continued decline in general economic conditions could lead to
reduced consumer demand for our footwear and accessories and
could lead to reduced sales.
In addition to consumer fashion preferences, consumer spending
habits are affected by, among other things, prevailing economic
conditions, levels of employment, salaries and wage rates, gas
prices, consumer confidence and consumer perception of economic
conditions. The current slowdown in the United States economy
and
18
uncertain economic outlook could adversely affect consumer
spending habits, which would likely result in lower net sales
than expected on a quarterly or annual basis.
Our
overall profitability is highly dependent upon our fourth
quarter results.
Our fourth quarter sales volume tends to be significantly higher
than our other quarters because our product offering during the
Holiday season tends to include our higher price point
merchandise such as boots and customer traffic tends to be
substantially higher during the Holiday season. Consequently, we
achieve our greatest leverage on fixed expenses and generate our
highest profit levels during the fourth quarter. Should our
product offerings not meet with customer acceptance during the
fourth quarter, it would have a substantial negative impact on
the overall results for the year. For example, in the fourth
quarter of fiscal year 2008, positive sales trends slowed
considerably from mid-December through year end resulting in
lower than expected fourth quarter net sales and gross profit.
Our
operations are subject to quarterly fluctuations that can impact
our profitability and liquidity.
In addition to customer shopping patterns, our quarterly results
are affected by a variety of other factors, including:
|
|
|
|
|
fashion trends;
|
|
|
|
the effectiveness of our inventory management;
|
|
|
|
changes in our merchandise mix;
|
|
|
|
weather conditions;
|
|
|
|
changes in general economic conditions; and
|
|
|
|
actions of competitors, mall anchor stores or co-tenants.
|
Due to factors such as these, our quarterly results of
operations have fluctuated in the past and can be expected to
continue to fluctuate in the future. For example, net income for
the fourth quarter of fiscal year 2008 was substantially less
than the fourth quarter of 2007. For more information, please
see Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations
Seasonality and Quarterly Fluctuations.
We are
subject to risks associated with leasing our stores, including
those stores where we acquired the lease through bankruptcy
auctions.
We lease our store locations under individual leases.
Approximately one-half of our stores are located in properties
managed by two national property management companies. A number
of our leases include termination and default provisions which
apply if we do not meet certain sales levels, specified dilution
in or changes of ownership of our Company occur, or in other
circumstances. In addition, our leases subject us to risks
relating to compliance with changing mall rules and the exercise
of discretion by our landlords on various matters. Moreover,
each year a significant portion of our leases are subject to
renewal or termination. If one or more of our landlords decides
to terminate our leases, or to not allow us to renew, our
business could be materially and adversely affected. We
initially acquired many of our current leases from Edison
Brothers, as
debtor-in-possession,
or from other bankrupt entities through auctions in which a
bankruptcy court ordered the assignment of the debtors
interest in the leases to us. As a result, we have not
separately negotiated many of our leases, which are generally
drafted in favor of the landlord.
Our
market share may be adversely impacted at any time by a
significant number of competitors.
We operate in a highly competitive environment characterized by
low barriers to entry. We compete against a diverse group of
competitors, including national branded wholesalers, national
specialty retailers, regional chains, national branded off-price
retailers, traditional department stores, discounters and
apparel retailers. Many of our competitors are larger and have
substantially greater resources than we do. Our market share and
results of
19
operations could be adversely impacted by this significant
number of competitors or the introduction of new competitors.
For more information about our competition, please see
Business Competition.
The
departure of members of our senior management team could
adversely affect our business.
The success of our business depends upon our senior management
closely supervising all aspects of our business, in particular,
the operation of our stores and the design, procurement and
allocation of our merchandise. Retention of senior management is
especially important in our business due to the limited
availability of experienced and talented retail executives. If
we were to lose the services of Peter Edison, our Chairman,
Chief Executive Officer and President, or other members of our
senior management, our business could be adversely affected if
we were unable to employ a suitable replacement in a timely
manner.
Our
failure to maintain good relationships with our manufacturers
could harm our ability to procure quality inventory in a timely
manner.
Our ability to obtain attractive pricing, quick response,
ordering flexibility and other terms from our manufacturers
depends on their perception of us and our buying agents. We do
not own any production facilities or have any long term
contracts with any manufacturers, and we typically order our
inventory through purchase orders. Any disruption in our supply
chain could quickly impact our sales. Our failure or the failure
of our buying agents to maintain good relationships with these
manufacturers could increase our exposure to changing fashion
cycles, which may lead to increased inventory markdown rates. It
is possible that we could be unable to acquire sufficient
quantities or an appropriate mix of merchandise or raw materials
at acceptable prices. Furthermore, we have received in the past,
and may receive in the future, shipments of products from
manufacturers that fail to conform to our quality control
standards. In this event, unless we are able to obtain
replacement products in a timely manner, we may lose sales. We
are also subject to risks related to the availability and use of
materials and manufacturing processes for our products,
including those which some may find objectionable.
We
rely on a small number of buying agents and private label
vendors for a substantial portion our merchandise purchases, and
our failure to maintain good relationships with any of them
could harm our ability to source our products.
For fiscal year 2009, five buying agents/private label vendors
accounted for approximately 49% of our merchandise purchases,
with one private label vendor accounting for approximately 16%
of our merchandise purchases. Our buying agents and private
label vendors assist in developing our private label
merchandise, arrange for the purchase of necessary materials and
contract with manufacturers. We execute nonexclusive agreements
with some of our buying agents. These agreements prohibit our
buying agents from sharing commissions with manufacturers,
owning stock or holding any ownership interest in, or being
owned in any way by, any of our manufacturers or suppliers. The
agreements do not prohibit our buying agents from acting as
agents for other purchasers, which could negatively impact our
sales. If they were to disclose our plans or designs to our
competitors, our sales may be materially adversely impacted. The
loss of any of these key buying agents or a breach by them of
our buying agent agreements could adversely affect our ability
to develop or obtain merchandise.
Our
merchandise is manufactured by foreign manufacturers; therefore,
the availability and costs of our products may be negatively
affected by risks associated with international
trade.
Although all of our stores are located in the United States,
virtually all of our merchandise is produced in China, Brazil,
Italy, Spain and other foreign countries. Therefore, we are
subject to the risks associated with international trade, which
include:
|
|
|
|
|
adverse fluctuations in currency exchange rates;
|
|
|
|
changes in import tariffs, duties or quotas;
|
|
|
|
the imposition of taxes or other charges on imports;
|
|
|
|
the imposition of restrictive trade policies or sanctions by the
United States on one or more of the countries from which we
obtain footwear and accessories;
|
20
|
|
|
|
|
expropriation or nationalization;
|
|
|
|
compliance with and changes in import restrictions and
regulations;
|
|
|
|
exposure to different legal standards and the burden of
complying with a variety of foreign laws and changing foreign
government policies;
|
|
|
|
international hostilities, war or terrorism and pirates;
|
|
|
|
changes in foreign governments, regulations, political unrest,
work stoppages, shipment disruption or delays; and
|
|
|
|
changes in economic conditions in countries in which our
manufacturers and suppliers are located.
|
Our imported products are subject to United States customs
duties, which make up a material portion of the cost of the
merchandise. If customs duties are substantially increased, it
would harm our profitability. The United States and the
countries in which our products are produced may impose new
quotas, duties, tariffs, or other restrictions, or adversely
adjust prevailing quota, duty, or tariff levels, any of which
could have a harmful effect on our profitability.
Furthermore, when declaring the duties owed on and the
classifications of our imported products, we make various good
faith assumptions. We regularly employ a third party to review
our customs declarations, and we will notify the appropriate
authorities if any erroneous declarations are revealed. However,
the customs authorities retain the right to audit our
declarations, which could result in additional tariffs, duties
and/or
penalties if the authorities believe that they have discovered
any errors.
A
decline in the value of the United States dollar relative to
other currencies, especially the Chinese yuan could negatively
impact our gross margins.
The value of the United States dollar has declined relative to
the Chinese yuan since our initial public offering in 2004.
Although our inventory purchase transactions are denominated in
United States dollars which eliminates exchange rate risks on
established contracts, the decline in the value of the United
States dollar has resulted in increases in the costs of our
Chinese sourced products. In the event of a further decline in
the United States dollar or economy, it may mot be possible for
us to increase or maintain an increase in our average selling
prices sufficient to fully or partially reflect these cost
increases. To the extent that we are unable to offset such cost
increases there would be a negative impact on our gross margins.
Our
reliance on manufacturers in China exposes us to supply
risks.
Manufacturing facilities in China produce a significant portion
of our products. Generally, a substantial majority of our
private label footwear units are manufactured in China and
virtually all of our private label accessories are manufactured
in China each year. The Chinese economy is subject to periodic
energy and labor shortages, as well as transportation and
shipping bottlenecks. In prior years, there have been delays at
ports on the West Coast of the United States. These matters,
changes in the Chinese government or economy, or the current
tariff or duty structures or adoption by the United States of
trade polices or sanctions adverse to China, could harm our
ability to obtain inventory in a timely and cost effective
manner.
Our
ability to expand into some territorial and foreign
jurisdictions under the trademarks Bakers and
Wild Pair is restricted.
When we acquired selected assets of the Bakers and Wild Pair
chains from Edison Brothers Stores, Inc. in a bankruptcy auction
in June 1999, we were assigned title to and the right to use the
trademarks Bakers, The Wild Pair,
Wild Pair and other trademarks to the extent owned
by Edison Brothers at that time. Our rights to use the
trademarks are subject to a Concurrent Use Agreement which
recognizes the geographical division of the trademarks between
us and a Puerto Rican company. At approximately the same time as
we acquired our rights and title, Edison Brothers also assigned
to the Puerto Rican company title to and the right to use the
trademarks, subject to the Concurrent Use Agreement. Under the
Concurrent Use Agreement, we and the Puerto Rican company agree
that the Puerto Rican company has the exclusive right to use the
trademarks in the Commonwealth of Puerto
21
Rico, the U.S. Virgin Islands, Central and South America,
Cuba, the Dominican Republic, the Bahamas, the Lesser Antilles
and Jamaica and that we have the exclusive right to use the
trademarks in the United States and throughout the world, except
for the territories and jurisdictions in which the Puerto Rican
company was assigned the rights. Consequently, we do not have
the right to use the trademarks Bakers and
Wild Pair in those territories and foreign
jurisdictions in which the Puerto Rican company owns the
trademark rights, which may limit our growth.
Our
potential inability or failure to renew, register or otherwise
protect our trademarks could have a negative impact on the value
of our brand names.
Because the trademarks assigned to us by Edison Brothers are
subject to the Concurrent Use Agreement, the U.S. trademark
applications and registrations are jointly owned by us and a
Puerto Rican company, which could impair our ability to renew
and enforce the assigned applications and registrations.
Simultaneously with the Puerto Rican company, we have filed
separate concurrent use applications for the Bakers
and Wild Pair trademarks, and we have requested that
existing applications for the trademark Bakers also
be divided territorially. While we are in agreement with the
Puerto Rican company that confusion is not likely to result from
concurrent use of the trademarks in our respective territories,
the United States Patent and Trademark Office may not agree with
our position. If we are not able to register or renew our
trademark registrations, our ability to prevent others from
using trademarks and to capitalize on the value of our brand
names may be impaired. Further, our rights in the trademarks
could be subject to security interests granted by the Puerto
Rican company. Our potential inability or failure to renew,
register or otherwise protect our trademarks and other
intellectual property rights could negatively impact the value
of our brand names.
We
would be adversely affected if our distribution operations were
disrupted.
The efficient operation of our stores is dependent on our
ability to distribute merchandise manufactured overseas to
locations throughout the United States in a timely manner. We
depend on third parties to ship, receive and distribute
substantially all of our merchandise. A third party operating in
China manages the shipping of merchandise from China either to a
third party operating our Los Angeles, California distribution
center or for delivery directly to our stores through Los
Angeles. The third party in Los Angeles, California accepts
delivery of a significant portion of our merchandise from Asia,
and another third party near Philadelphia, Pennsylvania accepts
delivery of our merchandise from elsewhere. These parties
located in the United States have provided these services to us
pursuant to written agreements since 1999 and 2000. One of these
agreements is terminable upon 30 days notice. We also
continue to operate under the terms of an expired agreement with
the remaining third party. Merchandise not shipped to our stores
is shipped to our company operated warehouse. We also rely on
our computer network to coordinate the distribution of our
products. If we need to replace one of our third party service
providers, if our warehouse or computer network is shut down for
any reason or does not operate efficiently, our operations could
be disrupted for a substantial period of time while we identify
and integrate a replacement into our system. Any such disruption
could materially negatively impact our ability to maintain
sufficient inventory in our stores and consequently our
profitability.
The
market price of our common stock may be materially adversely
affected by market volatility.
The market price of our common stock is expected to be highly
volatile, both because of actual and perceived changes in our
financial results and prospects and because of general
volatility in the stock market. The factors that could cause
fluctuations in our stock price may include, among other factors
discussed in this section, the following:
|
|
|
|
|
actual or anticipated variations in comparable store sales or
operating results;
|
|
|
|
changes in financial estimates by research analysts;
|
|
|
|
actual or anticipated changes in the United States economy or
the retailing environment;
|
|
|
|
changes in the market valuations of other footwear or retail
companies; and
|
|
|
|
announcements by us or our competitors of significant
acquisitions, strategic partnerships, divestitures, joint
ventures, financing transactions, securities offerings or other
strategic initiatives.
|
22
We are
controlled by a small group of shareholders whose interests may
differ from other shareholders.
A substantial portion of our stock ownership is concentrated
among a relatively small number of mutual funds and hedge funds
whose interests may differ from our other shareholders or could
impact our company including any potential change of control.
Accordingly, these shareholders will continue to have
significant influence in determining the outcome of all matters
submitted to shareholders for approval, including the election
of directors and significant corporate transactions. The
interests of these shareholders may differ from the interests of
other shareholders, and their concentration of ownership may
have the effect of delaying or preventing a change in control
that may be favored by other shareholders. As long as these
people are among our principal shareholders, they will have the
power to significantly influence the election of our entire
board of directors.
Peter Edisons employment agreement entitles him to a one
time payment equal to three times his current base salary (as
defined in the agreement) upon the occurrence of certain events,
including following a change of control of the Company if there
is generally a material reduction in the nature of his duties or
his base salary, or he is not allowed to participate in certain
bonus plans. For this purpose, a change of control generally
includes the acquisition by a person or group of more of our
common stock than that held by Peter Edison. More than one of
our shareholders has filed a Schedule 13D or G reporting
beneficial ownership in an amount in excess of that beneficially
owned by Peter Edison and our current management.
The
public sale of our common stock by selling shareholders could
adversely affect the price of our common stock.
The market price of our common stock could decline as a result
of market sales by our shareholders, including under our resale
registration statements, or the perception that these sales will
occur. These sales also might make it difficult for us to sell
equity securities in the future at a time and at a price that we
deem appropriate.
There
is relatively limited trading in our common stock.
The trading volume of our common stock is relatively limited,
which we expect to continue. Therefore, our stock may be subject
to higher volatility or illiquidity than would exist if our
shares were traded more actively.
Our
charter documents and Missouri law may inhibit a takeover, which
may cause a decline in the value of our stock.
Provisions of our restated articles of incorporation, our
restated bylaws and Missouri law could make it more difficult
for a third party to acquire us, even if closing the transaction
would be beneficial to our shareholders. For example, our
restated articles of incorporation provide, in part, that
directors may be removed from office by our shareholders only
for cause and by the affirmative vote of not less than
two-thirds of our outstanding shares and that vacancies may be
filled only by a majority of remaining directors. Under our
restated bylaws, shareholders must follow detailed notice and
other requirements to nominate a candidate for director or to
make shareholder proposals. In addition, among other
requirements, our restated bylaws require at least a two-thirds
vote of shareholders to call a special meeting. Moreover,
Missouri law and our bylaws provide that any action by written
consent must be unanimous. Furthermore, our bylaws may be
amended only by our board of directors. Certain amendments to
our articles of incorporation require the vote of two-thirds of
our outstanding shares in certain circumstances, including the
provisions of our articles of incorporation relating to business
combinations, directors, bylaws, limitations on director
liabilities and amendments to our articles of incorporation. We
are also generally subject to the business combination
provisions under Missouri law, which allow our board of
directors to retain discretion over the approval of certain
business combinations. In our bylaws, we have elected to not be
subject to the control shares acquisition provision under
Missouri law, which would deny an acquiror voting rights with
respect to any shares of voting stock which increase its equity
ownership to more than specified thresholds. These and other
provisions of Missouri law and our articles of incorporation and
bylaws, our boards authority to issue preferred stock and
the lack of cumulative voting in our articles of incorporation
may have the effect of making it more difficult for shareholders
to change the composition of our board or otherwise to bring a
matter before shareholders without our boards consent.
Such items may reduce our vulnerability to an unsolicited
takeover proposal and may have the effect of
23
delaying, deferring or preventing a change in control, may
discourage bids for our common stock at a premium over its
market price and may adversely affect the market price of our
common stock.
Executive
Officers of the Registrant
The information set forth herein under the caption
Item 10. Directors, Executive Officers and Corporate
Governance Executive Officers of the
Registrant is incorporated herein by reference.
Information set forth in Item 1 of this report under
Item 1. Business Cautionary Note
Regarding Forward-Looking Statements and Risk Factors and
under Item 1. Business Risk Factors
is incorporated herein by this reference.
|
|
Item 1B.
|
Unresolved
Staff Comments.
|
None.
Information relating to properties set forth in Item 1 of
this report under Item 1. Business
Stores is incorporated herein by this
reference. Information relating to properties set forth in
Item 1 of this report under Item 1.
Business Properties is incorporated herein by
this reference. All of our stores are located in the United
States.
|
|
Item 3.
|
Legal
Proceedings.
|
From time to time, the Company is involved in ordinary routine
litigation common to companies engaged in the Companys
line of business. Currently, the Company is not involved in any
material pending legal proceedings.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
|
Market
Information and Holders
The common stock of Bakers Footwear Group, Inc. has been quoted
in the Nasdaq Capital Market under the symbol BKRS
since September 2009. Prior to that the common stock was quoted
on the Nasdaq Global Market since February 5, 2004. Prior
to this time, there was no public market for the Companys
common stock. The initial public offering price of the
Companys common stock was $7.75 per share. The closing
sales price of Bakers Footwear Group, Inc.s common stock
on the Nasdaq was $2.62 per share on April 23, 2010. As of
April 23, 2010, we estimate that there were approximately
35 holders of record and approximately 1,100 beneficial owners
of the Companys common stock. Please see
Item 1. Business Risk Factors
The Nasdaq Stock Market has made a determination to delist our
common stock and there is no assurance that our appeal of that
determination will be successful. Delisting from Nasdaq could
negatively impact the value of our common stock and decrease the
ability of our shareholders or potential shareholders to
purchase or sell shares of our common stock.
24
The following table summarizes the range of high and low sales
prices for the Companys common stock during fiscal years
2008 and 2009.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
2008
|
|
|
|
|
|
|
|
|
First quarter (ended May 3, 2008)
|
|
$
|
3.90
|
|
|
$
|
1.30
|
|
Second quarter (ended August 2, 2008)
|
|
|
2.19
|
|
|
|
0.86
|
|
Third quarter (ended November 1, 2008)
|
|
|
3.67
|
|
|
|
0.75
|
|
Fourth quarter (ended January 31, 2009)
|
|
|
1.48
|
|
|
|
0.27
|
|
2009
|
|
|
|
|
|
|
|
|
First quarter (ended May 2, 2009)
|
|
$
|
1.47
|
|
|
$
|
0.17
|
|
Second quarter (ended August 1, 2009)
|
|
|
1.20
|
|
|
|
0.63
|
|
Third quarter (ended October 31, 2009)
|
|
|
0.98
|
|
|
|
0.68
|
|
Fourth quarter (ended January 30, 2010)
|
|
|
1.75
|
|
|
|
0.55
|
|
Dividends
We have declared no dividends subsequent to our initial public
offering in 2004. We currently intend to retain our earnings, if
any, for use in our business and do not anticipate paying any
cash dividends in the foreseeable future. Any future payments of
dividends will be at the discretion of our board of directors
and will depend upon factors as the board of directors deems
relevant. Our revolving credit facility and subordinated secured
term loan generally prohibit the payment of dividends, except
for common stock dividends. We give no assurance that we will
pay or not pay dividends in the foreseeable future.
Recent
Sales of Unregistered Securities
None.
Securities
Authorized for Issuance Under Equity Compensation
Plans
The information with respect to Equity Compensation Plan
Information in Item 12 hereof is incorporated herein
by reference.
Purchases
of Equity Securities by the Issuer and Affiliated
Purchasers
During fiscal year 2009, the Company did not repurchase any
Company securities.
25
|
|
Item 6.
|
Selected
Financial Data.
|
The following table summarizes certain selected financial data
for each of the five fiscal years in the period ended
January 30, 2010 and have been derived from our audited
financial statements. Our audited financial statements for the
three fiscal years ended January 30, 2010 are included
elsewhere in this Annual Report on
Form 10-K.
The information contained in these tables should be read in
conjunction with our financial statements and the Notes thereto
and Managements Discussion and Analysis of Financial
Condition and Results of Operations appearing elsewhere in
this Annual Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended(1)
|
|
|
|
|
|
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
January 28,
|
|
|
February 3,
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
|
2006(2)
|
|
|
2007(3)(4)
|
|
|
(5)(6)(7)(8)
|
|
|
(6)(7)(8)(9)(10)
|
|
|
(7)(8)(10)
|
|
|
Net sales
|
|
$
|
194,780,125
|
|
|
$
|
204,753,062
|
|
|
$
|
186,279,987
|
|
|
$
|
183,661,789
|
|
|
$
|
185,368,696
|
|
Gross profit
|
|
|
65,340,924
|
|
|
|
62,202,028
|
|
|
|
47,461,122
|
|
|
|
50,551,662
|
|
|
|
53,368,600
|
|
Income (loss) before income taxes
|
|
|
10,502,572
|
|
|
|
(2,452,971
|
)
|
|
|
(16,965,898
|
)
|
|
|
(14,910,754
|
)
|
|
|
(9,082,096
|
)
|
Provision for (benefit from) income taxes
|
|
|
3,949,282
|
|
|
|
(909,860
|
)
|
|
|
691,367
|
|
|
|
84,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
6,553,290
|
|
|
$
|
(1,543,111
|
)
|
|
$
|
(17,657,265
|
)
|
|
$
|
(14,995,601
|
)
|
|
$
|
(9,082,096
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.10
|
|
|
$
|
(0.24
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
(2.13
|
)
|
|
$
|
(1.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
1.04
|
|
|
$
|
(0.24
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
(2.13
|
)
|
|
$
|
(1.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
74,754,684
|
|
|
$
|
83,158,859
|
|
|
$
|
67,558,951
|
|
|
$
|
58,508,192
|
|
|
$
|
48,618,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations, less current
portion
|
|
$
|
247,671
|
|
|
$
|
57,863
|
|
|
$
|
4,000,000
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Because of the changes in the number of stores for each period,
our operating results for each period and future periods may not
be comparable in some significant respects. See
Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations for a
reconciliation and discussion of certain store openings and
closings by period. The Company currently has no plans to pay
dividends. See the information under the caption
Item 5. Market for Registrants Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities Dividends, which is incorporated
herein by reference. |
|
(2) |
|
On April 8, 2005, we sold 1,000,000 shares of common
stock and warrants to purchase 250,000 shares of common
stock to certain investors in a private placement for gross
proceeds of $8,750,000. The warrants had an exercise price of
$10.18 per share and expired on April 8, 2010. We also
issued warrants to purchase 125,000 shares of common stock
at an exercise price of $10.18 to the placement agent. The net
proceeds after placement fees and expenses were $7,538,419. We
used the proceeds to finance new store expansion and remodel
existing stores into our new format. |
|
(3) |
|
We base our fiscal year on a 52/53 week period. The fiscal
year ended February 3, 2007 was a 53-week period. For more
information regarding our fiscal year, please see
Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations Fiscal
Year. |
|
(4) |
|
On January 29, 2006, we began recognizing compensation
expense for stock-based compensation ratably over the service
period related to each grant based on the grant date fair value.
We used the modified prospective method whereby prior
years results were not restated. Total stock based
compensation expense for fiscal years 2006, 2007, 2008 and 2009
was $744,422, $529,571, $609,901 and $585,341, respectively. |
|
(5) |
|
During fiscal year 2007, the Company completed a private
placement of $4,000,000 in aggregate principal amount of
subordinated convertible debentures. The Company received net
proceeds of $3,578,752. |
|
(6) |
|
During fiscal year 2007, the Company entered into an agreement
to terminate a long-term below market operating lease, in
exchange for an immediate $5,050,000 cash payment and the right
to continue occupying the space through January 8, 2009.
The Company recognized a net gain of $4.7 million from this
transaction in fiscal year 2007. |
26
|
|
|
(7) |
|
During fiscal years 2007, 2008 and 2009, we recognized
$3,131,169, $2,609,589 and $2,762,273, respectively, in noncash
charges related to the impairment of long-lived assets of
underperforming stores. |
|
(8) |
|
During fiscal year 2007, the Companys pretax losses
exceeded the Companys operating loss carryback potential.
Therefore, the Company concluded that the realizability of net
deferred tax assets was no longer more likely than not, and
established a valuation allowance against its net deferred tax
assets. As of February 2, 2008, the valuation allowance was
$7,186,389, resulting in a net provision for income tax expense
of $691,367 for fiscal year 2007. As of January 31, 2009
and January 30, 2010, the valuation allowance had increased
to $12,896,006 and $16,363,420, respectively. |
|
(9) |
|
During fiscal year 2008, the Company obtained net proceeds of
$6.7 million from the entry into a $7.5 million
subordinated secured term loan and the issuance of
350,000 shares of common stock. |
|
(10) |
|
As discussed in Note 2 to the financial statements, the
entire balance of the subordinated secured term loan and the
subordinated convertible debentures has been classified as
current liabilities. Scheduled principal repayments due after
one year from January 30, 2010 for the subordinated
convertible debentures are $4,000,000. |
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
The following Managements Discussion and Analysis of
Financial Condition and Results of Operations contains
forward-looking statements that involve risks and uncertainties.
Our actual results may differ materially from the results
discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those
discussed in Item 1. Business Cautionary
Note Regarding Forward-Looking Statements and Risk Factors
and Item 1. Business Risk Factors
and elsewhere in this annual report. The following section is
qualified in its entirety by this more detailed information and
our Financial Statements and the related Notes thereto, included
elsewhere in this Annual Report on
Form 10-K.
Overview
We are a national, mall-based, specialty retailer of distinctive
footwear and accessories targeting young women who demand
quality fashion products. We feature private label and national
brand dress, casual and sport shoes, boots, sandals and
accessories. As of January 30, 2010, we operated 238
stores, including the 19 store Wild Pair chain that targets men
and women between the ages of 17 and 29 who desire edgier,
fashion forward footwear. As of April 24, 2010 we operated
239 stores, including 19 Wild Pair stores.
We incurred net losses of $9.1 million and
$15.0 million in fiscal years 2009 and 2008, but made
significant progress during 2009 and 2008 in refocusing our
inventory lines and maintaining cost control. We achieved
increases in comparable store sales of 1.3% and 0.5% in fiscal
years 2009 and 2008, respectively. In fiscal year 2009 we
increased gross margin by 127 basis points and reduced
selling, general and administrative expenses by 171 basis
points as a percentage of sales on top of a 200 basis point
increase in gross margin and a 200 basis point reduction in
selling, general and administrative expenses achieved in fiscal
year 2008. These improvements were made despite being negatively
impacted by the sharp economic slowdown beginning in fall 2008.
Our losses in the last three years have had a significant
negative impact on our financial position and liquidity. As of
January 30, 2010, we had negative working capital of
$14.3 million, unused borrowing capacity under our
revolving credit facility of $1.9 million, and our
shareholders equity had declined to $2.1 million.
Our business plan for fiscal year 2010 is based on mid-single
digit increases in comparable store sales for the remainder of
the year, although comparable store sales through April 24,
2010 are down 1.4%. Based on our business plan, we expect to
maintain adequate liquidity for the remainder of fiscal year
2010. The business plan reflects continued focus on inventory
management and on timely promotional activity. We believe that
this focus on inventory should improve overall gross margin
performance compared to fiscal year 2009. The plan also includes
continued control over selling, general and administrative
expenses. We continue to work with our landlords and vendors to
arrange payment terms that are reflective of our seasonal cash
flow patterns in order to manage availability. The business plan
for fiscal year 2010 reflects continued improvement in cash
flow, but does not indicate a return to profitability. However,
there is no assurance that we will achieve the sales, margin or
cash flow contemplated in our business plan.
27
In fiscal year 2008, we obtained net proceeds of
$6.7 million from the entry into a $7.5 million
three-year subordinated secured term loan due February 1,
2011. As of April 24, 2010, the balance on our term loan
was $2.2 million, with monthly principal and interest
payments due through February 1, 2011. Originally, the term
loan agreement contained financial covenants requiring us to
maintain specified levels of tangible net worth and adjusted
EBITDA (as defined in the agreement) measured each fiscal
quarter. We have amended the loan agreement four times (May
2008, April 2009, September 2009 and March 2010) to modify
these covenants in order to remain in compliance. The March 2010
amendment completely eliminated these covenants for the
remainder of the term loan. As consideration for the initial
loan and the May 2008 amendment thereto, we issued
400,000 shares of our common stock and paid an advisory fee
of $300,000 and costs and expenses. As consideration for the
April 2009 and September 2009 amendments, we paid fees totaling
$265,000 and issued an additional 250,000 shares of our
common stock. We did not pay any fees in connection with the
March 2010 amendment.
In order to obtain our senior lenders consent to the April
2009 and September 2009 amendments to our subordinated secured
term loan, we amended our credit facility in those months. Among
other things, the amendments extended the maturity from
August 31, 2010 to January 31, 2011, reduced the
credit ceiling from $40 million to $30 million,
generally increased the interest rate from the banks prime
rate to the prime rate plus 3.5%, eliminated a grace period for
failing to maintain a minimum availability and implemented other
amendments to the agreement, including increasing certain fees.
As additional consideration for the amendments and the extension
of the maturity date of the facility, we paid a total of
$155,000 in fees. We continue to closely monitor our
availability and continue to be constrained by our limited
unused borrowing capacity. As of April 24, 2010, the
balance on our revolving line of credit was $14.3 million
and our unused borrowing capacity was $2.0 million.
Our business plan is premised on our ability to renew or replace
our existing credit facility which is scheduled to expire on
January 31, 2011 at terms comparable to the existing terms.
Although we believe that we will be successful in this effort,
there is no assurance that we will be able to do so. If we are
unable to extend our credit facility, it would become necessary
for us to obtain additional sources of liquidity to continue to
operate.
We continue to face considerable liquidity constraints. Although
we believe our business plan is achievable, should we fail to
achieve the sales or gross margin levels we anticipate, or if we
were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of
liquidity or make further cost cuts to fund our operations. In
recognition of existing liquidity constraints, we continue to
look for additional sources of capital at acceptable terms.
However, there is no assurance that we would be able to obtain
such financing on favorable terms, if at all, or to successfully
further reduce costs in such a way that would continue to allow
us to operate our business. See Item 1.
Business Risk Factors If we cannot
maintain generally positive sales trends, we could fail to
maintain a liquidity position adequate to support our ongoing
operations. herein.
For additional information on our loan arrangements, please see
Liquidity and Capital Resources herein
and Item 1. Business Risk
Factors Our operations could be constrained by our
ability to obtain funds under the terms of our revolving credit
facility and Item 1. Business Risk
Factors Our credit facility restricts our
activities herein.
As a result of our reduced shareholders equity, in
September 2009 we transferred the listing of our common stock
from the Nasdaq Global Market to the Nasdaq Capital Market, the
lowest tier of The Nasdaq Stock Market (Nasdaq). On
March 29, 2009, Nasdaq issued a determination to delist our
common stock as a result of our failing to meet the
$2.5 million minimum stockholders equity requirement
for continued listing on the Nasdaq Capital Market. We are
currently in the process of appealing Nasdaqs
determination, which has temporarily stayed our de-listing from
Nasdaq. However, we believe that it is likely that our operating
results will not allow us to regain compliance with the Nasdaq
minimum stockholders equity requirement during fiscal year
2010. Therefore, we can give no assurance that our appeal will
be successful. Delisting could limit our ability to raise
capital from the sale of securities. Please see
Item 1. Business Risk Factors
The Nasdaq Stock Market has made a determination to
delist our common stock and there is no assurance that our
appeal of that determination will be successful. Delisting from
Nasdaq could negatively impact the value of our common stock and
decrease the ability of our shareholders or potential
shareholders to purchase or sell shares of our common
stock.
Our independent registered public accounting firms report
issued in this Annual Report on
Form 10-K
included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about our
28
ability to continue as a going concern, including our recent
losses and working capital deficiency. See Note 2 to our
financial statements. Our financial statements do not include
any adjustments relating to the recoverability and
classification of assets carrying amounts or the amount of and
classification of liabilities that may result should we be
unable to continue as a going concern. We have taken several
steps that we believe will be sufficient to allow us to continue
as a going concern and to improve our liquidity, operating
results and financial condition. See Item 1.
Business Risk Factors The report issued
by our independent registered public accounting firm on our
fiscal year 2009 financial statements contains language
expressing substantial doubt about our ability to continue as a
going concern herein.
We operate on a 52 53 week fiscal year. Fiscal
years 2009, 2008 and 2007 were 52 week periods. For
comparison purposes, we classify our stores as comparable or
non-comparable. A new stores sales are not included in
comparable store sales until the thirteenth month of operation.
Sales from remodeled stores are excluded from comparable store
sales during the period of remodeling. We include our Internet
and catalog sales (Multi-Channel Sales) as one store
in calculating our comparable store sales. Comparable store
sales for fiscal year 2009 compare the fifty-two week period
ended January 30, 2010 to the fifty-two week period ended
January 31, 2009. Comparable store sales for fiscal year
2008 compare the fifty-two week period ended January 31,
2009 to the fifty-two week period ended February 2, 2008.
Critical
Accounting Policies
Our financial statements are prepared in accordance with
U.S. generally accepted accounting principles, which
require us to make estimates and assumptions about future events
and their impact on amounts reported in our Financial Statements
and related Notes. Since future events and their impact cannot
be determined with certainty, the actual results will inevitably
differ from our estimates. These differences could be material
to the financial statements. For more information, please see
Note 1 in the Notes to the Financial Statements.
We believe that our application of accounting policies, and the
estimates that are inherently required by these policies, are
reasonable. We believe that the following significant accounting
policies may involve a higher degree of judgment and complexity.
Merchandise
inventories
Merchandise inventories are valued at the lower of cost or
market. Cost is determined using the
first-in,
first-out retail inventory method. Consideration received from
vendors relating to inventory purchases is recorded as a
reduction of cost of merchandise sold, occupancy, and buying
expenses after an agreement with the vendor is executed and when
the related inventory is sold. We physically count all
merchandise inventory on hand annually, generally during the
month of January, and adjust the recorded balance to reflect the
results of the physical counts. We record estimated shrinkage
between physical inventory counts based on historical results.
Inventory shrinkage is included as a component of cost of
merchandise sold, occupancy, and buying costs. Permanent
markdowns are recorded to reflect expected adjustments to retail
prices in accordance with the retail inventory method. In
determining permanent markdowns, we consider current and
recently recorded sales prices, the length of time product is
held in inventory, and quantities of various product styles
contained in inventory, among other factors. The process of
determining our expected adjustments to retail prices requires
significant judgment by management. The ultimate amount realized
from the sale of inventories could differ materially from our
estimates. If market conditions are less favorable than those
projected, additional inventory markdowns may be required.
Store
closing and impairment charges
Long-lived assets to be held and used are reviewed
for impairment when events or circumstances exist that indicate
the carrying amount of those assets may not be recoverable. We
regularly analyze the operating results of our stores and assess
the viability of under-performing stores to determine whether
they should be closed or whether their associated assets,
including furniture, fixtures, equipment, and leasehold
improvements, have been impaired. Asset impairment tests are
performed at least annually, on a
store-by-store
basis. After allowing for an appropriate
start-up
period, unusual nonrecurring events, and favorable trends, fixed
assets of stores indicated to be impaired are written down to
fair value. During the years ended February 2, 2008,
January 31, 2009 and January 30, 2010, we
29
recorded $3,131,169, $2,609,588, and $2,762,273, respectively,
in noncash charges to earnings related to the impairment of
long-lived assets.
Stock-based
compensation expense
We compensate certain employees with various forms of
share-based payment awards and recognize compensation expense
for stock-based compensation based on the grant date fair value.
Stock-based compensation expense is then recognized ratably over
the service period related to each grant. We determine the fair
value of stock-based compensation using the Black-Scholes option
pricing model, which requires us to make assumptions regarding
future dividends, expected volatility of our stock, and the
expected lives of the options. We also make assumptions
regarding the number of options and the number of shares of
restricted stock and performance shares that will ultimately
vest. The assumptions and calculations are complex and require a
high degree of judgment. Assumptions regarding the vesting of
grants are accounting estimates that must be updated as
necessary with any resulting change recognized as an increase or
decrease in compensation expense at the time the estimate is
changed. Excess tax benefits related to stock option exercises
be reflected as financing cash inflows and operating cash
outflows.
During fiscal year 2006 and fiscal year 2007, we made grants of
performance shares under our 2005 Incentive Compensation Plan.
Based upon the degree of achievement of performance objectives
for net sales and return on average assets through performance
periods through fiscal year 2009, no shares of common stock were
issued under these performance share grants. During fiscal years
2007 and 2009, we granted 69,000 shares and
84,000 shares, respectively, of restricted stock under our
2005 Incentive Compensation Plan. During fiscal years 2007,
2008, and 2009 we granted 272,613, 310,500, and 72,000 stock
options, respectively, under our 2003 Stock Option Plan.
As of January 30, 2010, the total unrecognized compensation
cost related to non vested stock-based compensation is $513,142,
and the weighted-average period over which this compensation is
expected to be recognized is 1.3 years.
Deferred
income taxes
We calculate income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are
recognized based on the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and income tax reporting purposes.
Deferred tax assets and liabilities are measured using the tax
rates in effect in the years when those temporary differences
are expected to reverse. Inherent in the measurement of deferred
taxes are certain judgments and interpretations of existing tax
law and other published guidance as applied to our operations.
We regularly assesses available positive and negative evidence
to determine whether it is more likely than not that our
deferred tax asset balances will be recovered from
(a) reversals of deferred tax liabilities,
(b) potential utilization of net operating loss carrybacks,
(c) tax planning strategies and (d) future taxable
income. Accounting standards place significant restrictions on
the consideration of future taxable income in determining the
realizability of deferred tax assets in situations where a
company has experienced a cumulative loss in recent years. When
sufficient negative evidence exists that indicates that full
realization of deferred tax assets is no longer more likely than
not, a valuation allowance is established as necessary against
the deferred tax assets, increasing our income tax expense in
the period that such conclusion is reached. Subsequently, the
valuation allowance is adjusted up or down as necessary to
maintain coverage against the deferred tax assets. If, in the
future, sufficient positive evidence, such as a sustained return
to profitability, arises that would indicate that realization of
deferred tax assets is once again more likely than not, any
existing valuation allowance would be reversed as appropriate,
decreasing our income tax expense in the period that such
conclusion is reached.
Based on our analyses during fiscal year 2008 and fiscal year
2009, we concluded that the realizability of net deferred tax
assets was unlikely, and maintained a full valuation allowance
against our net deferred tax assets. We have scheduled the
reversals of our deferred tax assets and deferred tax
liabilities and have concluded that based on the anticipated
reversals, a valuation allowance is necessary only for the
excess of deferred tax assets over deferred tax liabilities.
30
We anticipate that until we re-establish a pattern of continuing
profitability, in accordance with the applicable accounting
guidance, we will not recognize any material income tax expense
or benefit in our statement of operations for future periods, as
pretax profits or losses generally will generate tax effects
that will be offset by decreases or increases in the valuation
allowance with no net effect on the statement of operations. If
a pattern of continuing profitability is re-established and we
conclude that it is more likely than not that deferred income
tax assets are realizable, we will reverse any remaining
valuation allowance which will result in the recognition of an
income tax benefit in the period that it occurs.
We regularly analyze filing positions in all of the federal and
state jurisdictions where required to file income tax returns,
as well as all open tax years in these jurisdictions. Our
federal income tax returns subsequent to the fiscal year ended
January 1, 2005 remain open. As of January 30, 2010
and January 31, 2009, we did not record any unrecognized
tax benefits. Our policy, if we had unrecognized benefits, is to
recognize accrued interest and penalties related to unrecognized
tax benefits as interest expense and other expense, respectively.
Fiscal
Year
Our fiscal year is based upon a 52 53 week
retail calendar, ending on the Saturday nearest January 31.
The fiscal years ended January 30, 2010 (fiscal year 2009),
January 31, 2009 (fiscal year 2008) and
February 2, 2008 (fiscal year 2007) are 52 week
periods.
Results
of Operations
The following table sets forth our operating results, expressed
as a percentage of sales, for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Net sales
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of merchandise sold, occupancy and buying expense
|
|
|
74.5
|
|
|
|
72.5
|
|
|
|
71.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
25.5
|
|
|
|
27.5
|
|
|
|
28.8
|
|
Selling expense
|
|
|
25.0
|
|
|
|
23.0
|
|
|
|
22.0
|
|
General and administrative expense
|
|
|
9.6
|
|
|
|
9.4
|
|
|
|
8.6
|
|
(Gain) loss on disposal of property and equipment
|
|
|
(2.5
|
)
|
|
|
0.2
|
|
|
|
0.2
|
|
Impairment of long-lived assets
|
|
|
1.7
|
|
|
|
1.4
|
|
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(8.3
|
)
|
|
|
(6.5
|
)
|
|
|
(3.5
|
)
|
Other income, net
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Interest expense
|
|
|
(0.9
|
)
|
|
|
(1.8
|
)
|
|
|
(1.5
|
)
|
Provision for income taxes
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(9.5
|
)%
|
|
|
(8.2
|
)%
|
|
|
(4.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth our number of stores at the
beginning and end of each period indicated and the number of
stores opened, acquired and closed during each period indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Number of stores at beginning of period
|
|
|
257
|
|
|
|
249
|
|
|
|
239
|
|
Stores opened or acquired during period
|
|
|
6
|
|
|
|
2
|
|
|
|
4
|
|
Stores closed during period
|
|
|
(14
|
)
|
|
|
(12
|
)
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of stores at end of period
|
|
|
249
|
|
|
|
239
|
|
|
|
238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Fiscal
Year Ended January 30, 2010 Compared to Fiscal Year Ended
January 31, 2009
Net sales. Net sales were $185.4 million
in fiscal year 2009, up from $183.7 million for fiscal year
2008, an increase of $1.7 million or 0.9%. Comparable store
sales in fiscal year 2009 increased 1.3% compared to a 0.5%
increase in fiscal year 2008. Sales reflected strong sandal
sales during the summer months, favorable sales trends across
all key categories, particularly in boots and booties during the
fall, offset by weakness in closed footwear and early fall
transitional product. Average unit selling prices decreased 1.9%
reflecting slightly lower price points compared to fiscal year
2008. Unit sales volume increased 2.5%. Our multi-channel sales
increased 4.0% to $10.4 million in fiscal year 2009.
Gross profit. Gross profit increased to
$53.4 million in fiscal year 2009 from $50.6 million
in fiscal year 2008, an increase of $2.8 million or 5.6%.
As a percentage of sales, gross profit increased to 28.8% in
fiscal year 2009 from 27.5% in fiscal year 2008. Principal
components of the increase in gross margin dollars in fiscal
year 2009 are a $2.3 million increase from improved gross
margin percentage, a $1.1 million increase from higher
comparable store sales, offset by a $0.6 million decrease
in gross profit from net store closings. Total markdown costs
decreased to $26.0 million in fiscal year 2009 compared to
$26.7 million in fiscal year 2008, reflecting the stronger
regular price sales across all categories of footwear in fiscal
year 2009 and lower inventory levels in 2009.
Selling expense. Selling expense decreased to
$40.8 million in fiscal year 2009 from $42.2 million
in fiscal year 2008, a decrease of $1.3 million or 3.2%.
The decrease was primarily the result of a $0.8 million
decrease in store depreciation expense and a $0.5 million
decrease in direct marketing costs.
General and administrative expense. General
and administrative expense decreased to $15.9 million in
fiscal year 2009 from $17.2 million in fiscal year 2008, a
decrease of $1.3 million or 7.5%. As a percentage of sales,
general and administrative expense decreased to 8.6% from 9.4%
in fiscal year 2008. The decrease was primarily the result of
$0.8 million of lower group health insurance costs,
$0.4 million of lower depreciation and a net
$0.1 million decrease of professional fees, repairs and
maintenance costs.
Gain/loss on disposal of property and
equipment. Loss on disposal of property and
equipment was $0.3 million in fiscal year 2009 and fiscal
year 2008. The loss in fiscal year 2009 relates to expensing
leasehold improvements and store fixtures due to store closings.
Impairment of long-lived assets. During fiscal
year 2009 we recognized $2.8 million in noncash charges
related to the impairment of fixed assets and other assets at
specific underperforming stores. Impairment expense in fiscal
year 2008 was $2.6 million.
Interest expense. Interest expense decreased
to $2.7 million in fiscal year 2009 from $3.3 million
in fiscal year 2008, a decrease of $0.6 million. The
decrease in interest expense reflects a decreased average
outstanding balance on the revolving credit agreement. There was
also an additional $250,000 fee incurred in fiscal year 2008,
due to the modification of the subordinated secured term loan,
which was not incurred in fiscal year 2009.
Income tax expense. We did not recognized an
income tax expense in fiscal year 2009 compared to income tax
expense of $0.1 million in fiscal year 2008. The income tax
expense in fiscal year 2008 reflects differences between the
alternative minimum tax and realized operating loss carrybacks
recognized in the income tax provision and the income tax
returns filed for fiscal year 2007.
Net loss. We had a net loss of
$9.1 million in fiscal year 2009 compared to net loss of
$15.0 million in fiscal year 2008.
Fiscal
Year Ended January 31, 2009 Compared to Fiscal Year Ended
February 2, 2008
Net sales. Net sales were $183.7 million
in fiscal year 2008, down from $186.3 million for fiscal
year 2007, a decrease of $2.6 million or 1.4%. Comparable
store sales in fiscal year 2008 increased 0.5% compared to a
12.3% decrease in fiscal year 2007. Sales reflected weak
customer response to early spring offerings, strong sandal sales
during the summer months, favorable sales trends across all key
categories, particularly in boots and dress shoes during the
fall, which slowed considerably from mid-December through
year-end as economic conditions negatively affected sales
throughout the retail sector. Average unit selling prices
increased 11.7% reflecting
32
higher price points and stronger regular price sales compared to
fiscal year 2007. Unit sales volume decreased 11.7%. Our
Internet and catalog sales increased 2.1% to $9.8 million
in fiscal year 2008.
Gross profit. Gross profit increased to
$50.6 million in fiscal year 2008 from $47.5 million
in fiscal year 2007, an increase of $3.1 million or 6.5%.
As a percentage of sales, gross profit increased to 27.5% in
fiscal year 2008 from 25.5% in fiscal year 2007. Principal
components of the increase in gross margin dollars in fiscal
year 2008 are a $3.7 million increase from improved gross
margin percentage, a $0.4 million increase from higher
comparable store sales, offset by a $1.0 million decrease
in gross profit from net store closings. Permanent markdown
costs were $11.4 million in fiscal year 2008 compared to
$15.8 million in fiscal year 2007, reflecting the stronger
regular price sales across all categories of footwear in fiscal
year 2008 and the impact of the significant pricing actions
taken during fiscal year 2007
Selling expense. Selling expense decreased to
$42.2 million in fiscal year 2008 from $46.5 million
in fiscal year 2007, a decrease of $4.3 million or 9.2%.
The decrease was primarily the result of a $1.8 million
decrease in direct marketing costs, a $1.2 million decrease
in store payroll expenses, a $0.6 million decrease in store
depreciation expense, a $0.4 million decrease in store
supplies and repairs, and a $0.3 million decrease in other
marketing expenses.
General and administrative expense. General
and administrative expense decreased to $17.2 million in
fiscal year 2008 from $17.9 million in fiscal year 2007, a
decrease of $0.7 million or 3.9%. As a percentage of sales,
general and administrative expense decreased to 9.4% from 9.6%
in fiscal year 2007. The decrease was primarily the result of
$0.5 million of lower payroll costs, and $0.2 million
of lower depreciation.
Gain/loss on disposal of property and
equipment. Loss on disposal of property and
equipment was $0.3 million in fiscal year 2008 compared to
a gain of $4.7 million in fiscal year 2007. The loss in
fiscal year 2008 relates to expensing leasehold improvements and
store fixtures due to store closings. The gain in fiscal year
2007 relates to the termination of a long-term below-market
operating lease in December 2007.
Impairment of long-lived assets. During fiscal
year 2008 we recognized $2.6 million in noncash charges
related to the impairment of fixed assets and other assets at
specific underperforming stores. Impairment expense in fiscal
year 2007 was $3.1 million.
Interest expense. Interest expense increased
to $3.3 million in fiscal year 2008 from $1.7 million
in fiscal year 2007, an increase of $1.6 million. The
increase in interest expense reflects the interest on our
subordinated secured term loan entered into in February 2008 and
our subordinated convertible debentures issued in June 2007. The
increase was slightly offset by the decrease in average
borrowings and average interest rate under our revolving credit
facility compared to the prior year.
Income tax expense. We recognized
$0.1 million in income tax expense compared to income tax
expense of $0.7 million in fiscal year 2007. The income tax
expense in fiscal year 2008 reflects differences between the
alternative minimum tax and realized operating loss carrybacks
recognized in the income tax provision and the income tax
returns filed for fiscal year 2007. The income tax expense for
fiscal year 2007 reflects the establishment of a full valuation
allowance against the net deferred tax assets.
Net loss. We had a net loss of
$15.0 million in fiscal year 2008 compared to net loss of
$17.7 million in fiscal year 2007.
33
Seasonality
and Quarterly Fluctuations
The following table sets forth our summary operating results for
the quarterly periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended February 2, 2008(1)(2)
|
|
|
|
Thirteen
|
|
|
Thirteen
|
|
|
Thirteen
|
|
|
Thirteen
|
|
|
|
Weeks Ended
|
|
|
Weeks Ended
|
|
|
Weeks Ended
|
|
|
Weeks Ended
|
|
|
|
May 5,
|
|
|
August 4,
|
|
|
November 3,
|
|
|
February 2,
|
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
2008
|
|
|
Net sales
|
|
$
|
49,255,817
|
|
|
$
|
41,984,658
|
|
|
$
|
40,293,957
|
|
|
$
|
54,745,555
|
|
Gross profit
|
|
|
15,288,041
|
|
|
|
9,276,094
|
|
|
|
3,508,981
|
|
|
|
19,388,006
|
|
Operating expenses
|
|
|
16,492,999
|
|
|
|
16,363,091
|
|
|
|
18,375,013
|
|
|
|
11,616,861
|
|
Operating income (loss)
|
|
|
(1,204,958
|
)
|
|
|
(7,086,997
|
)
|
|
|
(14,866,032
|
)
|
|
|
7,771,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31, 2009(1)
|
|
|
|
Thirteen
|
|
|
Thirteen
|
|
|
Thirteen
|
|
|
Thirteen
|
|
|
|
Weeks Ended
|
|
|
Weeks Ended
|
|
|
Weeks Ended
|
|
|
Weeks Ended
|
|
|
|
May 5,
|
|
|
August 2,
|
|
|
November 1,
|
|
|
January 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
2008
|
|
|
2009
|
|
|
Net sales
|
|
$
|
43,537,503
|
|
|
$
|
43,568,099
|
|
|
$
|
41,075,064
|
|
|
$
|
55,481,123
|
|
Gross profit
|
|
|
11,249,973
|
|
|
|
12,879,165
|
|
|
|
8,996,887
|
|
|
|
17,425,637
|
|
Operating expenses
|
|
|
15,319,099
|
|
|
|
14,236,601
|
|
|
|
16,623,909
|
|
|
|
16,148,228
|
|
Operating income (loss)
|
|
|
(4,069,126
|
)
|
|
|
(1,357,436
|
)
|
|
|
(7,627,022
|
)
|
|
|
1,277,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 30, 2010(1)
|
|
|
|
Thirteen
|
|
|
Thirteen
|
|
|
Thirteen Weeks
|
|
|
Thirteen Weeks
|
|
|
|
Weeks Ended
|
|
|
Weeks Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
May 2,
|
|
|
August 1,
|
|
|
October 31,
|
|
|
January 30,
|
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2010
|
|
|
Net sales
|
|
$
|
44,976,621
|
|
|
$
|
43,720,271
|
|
|
$
|
39,042,191
|
|
|
$
|
57,629,613
|
|
Gross profit
|
|
|
12,696,440
|
|
|
|
12,922,107
|
|
|
|
6,766,363
|
|
|
|
20,983,690
|
|
Operating expenses
|
|
|
14,600,044
|
|
|
|
14,076,667
|
|
|
|
16,293,982
|
|
|
|
14,853,036
|
|
Operating income (loss)
|
|
|
(1,903,604
|
)
|
|
|
(1,154,560
|
)
|
|
|
(9,527,619
|
)
|
|
|
6,130,654
|
|
|
|
|
(1) |
|
During the second and third quarters of fiscal year 2007 and the
third quarters of fiscal year 2008 and 2009 we recognized
$755,672, $2,375,497, $2,609,588, and $2,762,273, respectively,
in noncash charges related to the impairment of long-lived
assets of underperforming stores. |
|
(2) |
|
During the fourth quarter of fiscal year 2007, we entered into
an agreement to terminate a long-term below market operating
lease, in exchange for a $5.0 million cash payment, and the
right to continue occupying the space through January 8,
2009. We recognized a net gain of $4.7 million from this
transaction in the fourth quarter of fiscal year 2007, which is
reflected as a component of operating expenses. |
Our operating results are subject to significant seasonal
variations. Our quarterly results of operations have fluctuated,
and are expected to continue to fluctuate in the future, as a
result of these seasonal variances, in particular our principal
selling seasons. We have five principal selling seasons:
transition (post-holiday), Easter,
back-to-school,
fall and holiday. Quarterly comparisons may also be affected by
the timing of sales promotions and costs associated with
remodeling stores, opening new stores or acquiring stores. Sales
and operating results in our third quarter are typically much
weaker than in our other quarters.
Liquidity
and Capital Resources
Our cash requirements are primarily for working capital, capital
expenditures and principal and interest payments on our debt
obligations. Historically, these cash needs have been met by
cash flows from operations, borrowings under our revolving
credit facility and sales of securities. As discussed below in
Financing Activities the balance on our revolving
credit facility fluctuates throughout the year as a result of
our seasonal working capital requirements and our other uses of
cash.
34
We incurred net losses of $9.1 million and
$15.0 million in fiscal years 2009 and 2008, but made
significant progress during 2009 and 2008 in refocusing our
inventory lines and maintaining cost control. We achieved
increases in comparable store sales of 1.3% and 0.5% in fiscal
years 2009 and 2008, respectively. In fiscal year 2009 we
increased gross margin by 127 basis points and reduced
selling, general and administrative expenses by 171 basis
points as a percentage of sales on top of a 200 basis point
increase in gross margin and a 200 basis point reduction in
selling, general and administrative expenses achieved in fiscal
year 2008. These improvements were made despite being negatively
impacted by the sharp economic slowdown beginning in fall 2008.
Our losses in the last three years have had a significant
negative impact on our financial position and liquidity. As of
January 30, 2010, we had negative working capital of
$14.3 million, unused borrowing capacity under our
revolving credit facility of $1.9 million, and our
shareholders equity had declined to $2.1 million.
Our business plan for fiscal year 2010 is based on mid-single
digit increases in comparable store sales for the remainder of
the year, although comparable store sales through April 24,
2010 are down 1.4%. Based on our business plan, we expect to
maintain adequate liquidity for the remainder of fiscal year
2010. The business plan reflects continued focus on inventory
management and on timely promotional activity. We believe that
this focus on inventory should improve overall gross margin
performance compared to fiscal year 2009. The plan also includes
continued control over selling, general and administrative
expenses. We continue to work with our landlords and vendors to
arrange payment terms that are reflective of our seasonal cash
flow patterns in order to manage availability. The business plan
for fiscal year 2010 reflects continued improvement in cash
flow, but does not indicate a return to profitability. However,
there is no assurance that we will achieve the sales, margin or
cash flow contemplated in our business plan.
In fiscal year 2008, we obtained net proceeds of
$6.7 million from the entry into a $7.5 million
three-year subordinated secured term loan due February 1,
2011. As of April 24, 2010, the balance on our term loan
was $2.2 million, with monthly principal and interest
payments due through February 1, 2011. Originally, the term
loan agreement contained financial covenants requiring us to
maintain specified levels of tangible net worth and adjusted
EBITDA (as defined in the agreement) measured each fiscal
quarter. We have amended the loan agreement four times (May
2008, April 2009, September 2009 and March 2010) to modify
these covenants in order to remain in compliance. The March 2010
amendment completely eliminated these covenants for the
remainder of the term loan. As consideration for the initial
loan and the May 2008 amendment thereto, we issued
400,000 shares of our common stock and paid an advisory fee
of $300,000 and costs and expenses. As consideration for the
April 2009 and September 2009 amendments, we paid fees totaling
$265,000 and issued an additional 250,000 shares of our
common stock. We did not pay any fees in connection with the
March 2010 amendment.
In order to obtain our senior lenders consent to the April
2009 and September 2009 amendments to our subordinated secured
term loan, we amended our credit facility in those months. Among
other things, the amendments extended the maturity from
August 31, 2010 to January 31, 2011, reduced the
credit ceiling from $40 million to $30 million,
generally increased the interest rate from the banks prime
rate to the prime rate plus 3.5%, eliminated a grace period for
failing to maintain a minimum availability and implemented other
amendments to the agreement, including increasing certain fees.
As additional consideration for the amendments and the extension
of the maturity date of the facility, we paid a total of
$155,000 in fees. We continue to closely monitor our
availability and continue to be constrained by our limited
unused borrowing capacity. As of April 24, 2010, the
balance on our revolving line of credit was $14.3 million
and our unused borrowing capacity was $2.0 million.
Our business plan is premised on our ability to renew or replace
our existing credit facility which is scheduled to expire on
January 31, 2011 at terms comparable to the existing terms.
Although we believe that we will be successful in this effort,
there is no assurance that we will be able to do so. If we are
unable to extend our credit facility, it would become necessary
for us to obtain additional sources of liquidity to continue to
operate. Please see Item 1. Business Risk
Factors Our revolving credit facility is scheduled
to expire on January 31, 2011 and our continued operations
are reliant upon our ability to either renew or replace this
facility herein.
We continue to face considerable liquidity constraints. Although
we believe our business plan is achievable, should we fail to
achieve the sales or gross margin levels we anticipate, or if we
were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of
liquidity or make further cost cuts to fund our operations. In
recognition of existing liquidity constraints, we continue to
look for additional sources of
35
capital at acceptable terms. However, there is no assurance that
we would be able to obtain such financing on favorable terms, if
at all, or to successfully further reduce costs in such a way
that would continue to allow us to operate our business. See
Item 1. Business Risk Factors
If we cannot maintain generally positive sales trends, we
could fail to maintain a liquidity position adequate to support
our ongoing operations. herein.
For additional information on our loan arrangements, please see
Item 1. Business Risk Factors
Our operations could be constrained by our ability to obtain
funds under the terms of our revolving credit facility and
Item 1. Business Risk Factors
Our credit facility restricts our activities herein.
As a result of our reduced shareholders equity, in
September 2009 we transferred the listing of our common stock
from the Nasdaq Global Market to the Nasdaq Capital Market, the
lowest tier of The Nasdaq Stock Market (Nasdaq). On
March 29, 2009, Nasdaq issued a determination to delist our
common stock as a result of our failing to meet the
$2.5 million minimum stockholders equity requirement
for continued listing on the Nasdaq Capital Market. We are
currently in the process of appealing Nasdaqs
determination, which has temporarily stayed our delisting from
Nasdaq. However, we believe that it is likely that our operating
results will not allow us to regain compliance with the Nasdaq
minimum stockholders equity requirement during fiscal year
2010. Therefore, we can give no assurance that our appeal will
be successful. Delisting could limit our ability to raise
capital from the sale of securities. Please see
Item 1. Business Risk Factors
The Nasdaq Stock Market has made a determination to delist our
common stock and there is no assurance that our appeal of that
determination will be successful. Delisting from Nasdaq could
negatively impact the value of our common stock and decrease the
ability of our shareholders or potential shareholders to
purchase or sell shares of our common stock.
Our independent registered public accounting firms report
issued in this Annual Report on
Form 10-K
included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about our ability to
continue as a going concern, including our recent losses and
working capital deficiency. See Note 2 to our financial
statements. Our financial statements do not include any
adjustments relating to the recoverability and classification of
assets carrying amounts or the amount of and classification of
liabilities that may result should we be unable to continue as a
going concern. We have taken several steps that we believe will
be sufficient to allow us to continue as a going concern and to
improve our liquidity, operating results and financial
condition. See Item 1. Business Risk
Factors The report issued by our independent
registered public accounting firm on our fiscal year 2009
financial statements contains language expressing substantial
doubt about our ability to continue as a going concern
herein.
The following table summarizes certain key liquidity
measurements as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2009
|
|
|
2010
|
|
|
Cash
|
|
$
|
134,676
|
|
|
$
|
154,685
|
|
Inventories
|
|
|
20,976,352
|
|
|
|
20,233,207
|
|
Total current assets
|
|
|
23,512,002
|
|
|
|
23,010,037
|
|
Revolving credit facility
|
|
|
11,482,862
|
|
|
|
10,531,687
|
|
Subordinated secured term loan
|
|
|
4,817,282
|
|
|
|
2,785,112
|
|
Subordinated convertible debentures
|
|
|
4,000,000
|
|
|
|
4,000,000
|
|
Total current liabilities
|
|
|
38,283,963
|
|
|
|
37,294,558
|
|
Net working capital
|
|
|
(14,771,961
|
)
|
|
|
(14,284,521
|
)
|
Property and equipment, net
|
|
|
34,029,666
|
|
|
|
24,757,395
|
|
Total assets
|
|
|
58,508,192
|
|
|
|
48,618,467
|
|
Total shareholders equity
|
|
|
10,449,400
|
|
|
|
2,140,153
|
|
Unused borrowing capacity*
|
|
|
736,030
|
|
|
|
1,928,913
|
|
|
|
|
* |
|
as calculated under the terms of our revolving
credit facility |
36
Operating
activities
As a result of the seasonality of our operations, we generate a
significant proportion of our cash from operating activities
during our fourth quarter. For fiscal year 2009 through the end
of our third quarter, cash used in operating activities was
$3.0 million compared to cash provided by operating
activities of $3.9 million for the entire fiscal year. For
fiscal year 2008 through the end of the third quarter, cash used
in operating activities was $13.7 million compared to cash
used by operating activities of $4.0 million for the entire
fiscal year.
Cash provided by operating activities increased significantly to
$3.9 million in fiscal year 2009 compared to cash used in
operating activities of $4.0 million in fiscal year 2008 as
a result of the reduction in our net loss and working capital
management. The net loss in fiscal year 2009 of
$9.1 million included significant non-cash items such as
depreciation expense of $6.5 million, impairment expense of
$2.8 million, and stock-based compensation expense of
$0.6 million. There was a $0.7 million decrease in
inventory and a $1.4 million increase of accounts payable,
accrued expenses and accrued rent liabilities from the balances
at the end of fiscal year 2008.
Our inventories at January 30, 2010 decreased to
$20.2 million from $21.0 million at January 31,
2009. We believe that at January 30, 2010, inventory levels
and valuations are appropriate given current and anticipated
sales trends, however, there is always the possibility that
fashion trends could change suddenly. We monitor our inventory
levels closely and will take appropriate actions, including
taking additional markdowns, as necessary, to maintain the
freshness of our inventory.
For fiscal year 2008, cash used in operating activities was
$4.0 million compared to cash used in operating activities
of $2.0 million in fiscal year 2007. The net loss in fiscal
year 2008 of $15.0 million included significant non-cash
items such as depreciation expense of $7.8 million,
impairment expense of $2.6 million, and stock-based
compensation expense of $0.6 million. There was a
$2.9 million increase in inventory, a net reduction in
prepaid income tax assets of $1.9 million, and a
$0.5 million reduction of accounts payable, accrued
expenses and accrued rent liabilities from the balances at the
end of fiscal year 2007.
We are committed under noncancelable operating leases for all
store and office spaces. These leases expire at various dates
through 2020 and generally provide for minimum rent plus
payments for real estate taxes and operating expenses, subject
to escalations. Some of our leases also require us to pay
contingent rent based on sales. As of January 30, 2010, our
lease payment obligations under these leases totaled
approximately $24.8 million for fiscal year 2010, and an
aggregate of approximately $134.3 million through 2020.
Our ability to meet our current and anticipated operating
requirements will depend on our future performance, which, in
turn, will be subject to general economic conditions and
financial, business and other factors, including factors beyond
our control.
Investing
activities
In fiscal year 2009, cash used in investing activities was
$0.4 million compared to cash used in investing activities
of $0.9 million in fiscal year 2008 and cash provided by
investing activities of $0.3 million in fiscal year 2007.
During each year, cash used in investing activities consisted
primarily of capital expenditures for furniture, fixtures and
leasehold improvements for both new and remodeled stores.
On December 11, 2007, we entered into an agreement to
terminate a long-term below market operating lease in exchange
for a $5.0 million cash payment received on
December 11, 2007 and the right to continue occupying the
space through January 8, 2009. We used the net proceeds of
approximately $5.0 million to reduce the balance on our
revolving line of credit. We do not believe that we have any
other operating leases that could be terminated on substantially
similar terms.
We currently anticipate that our capital expenditures in fiscal
year 2010, primarily related to new stores, store remodelings,
distribution and general corporate activities, will be
approximately $1.0 million. We anticipate being able to
fund this level of store expansion from internally generated
cash flow.
Our future capital expenditures will depend primarily on the
number of new stores we open, the number of existing stores we
remodel and the timing of these expenditures. We continuously
evaluate our future capital
37
expenditure plans and adjust planned expenditures, as necessary,
based on business conditions. As of April 24, 2010, we have
opened two new stores in fiscal year 2010.
Financing
activities
In fiscal year 2009, net cash used in financing activities was
$3.5 million compared to net cash provided by financing
activities of $4.9 million in fiscal year 2008 and
$1.5 million in fiscal year 2007. The principal uses of
cash in financing activities in fiscal year 2009 was the
repayment of $2.5 million on the subordinated secured term
loan and net repayments on our revolving line of credit of
approximately $1.0 million. The principal source of cash
from financing activities in fiscal year 2008 was the net
proceeds of approximately $6.7 million from the entry into
the subordinated term loan and related issuance of
350,000 shares of common stock and net draws of
$0.3 million on our revolving line of credit. The principal
source of cash from financing activities in fiscal year 2007 was
the net proceeds of approximately $3.6 million from the
placement of our subordinated convertible debentures.
Revolving
Credit Facility
We have a $30 million senior secured revolving credit
facility with Bank of America, N.A which expires at the end of
fiscal year 2010. We had balances under our credit facility of
$10.5 million, and $11.5 million as of
January 30, 2010 and January 31, 2009, respectively.
We had approximately $1.9 million and $0.7 million in
unused borrowing capacity calculated under the provisions of our
credit facility as of January 20, 2010 and January 31,
2009, respectively. During fiscal years 2009 and 2008, the
highest outstanding balances on our credit facility were
$21.0 million and $22.9 million, respectively. We
primarily have used the borrowings on our revolving credit
facility for working capital purposes and capital expenditures.
As of April 23, 2010, we had an outstanding balance on its
revolving credit facility of $14.3 million and unused
borrowing capacity of $2.0 million.
In order to obtain the banks consent to the April 2009 and
September 2009 amendments to our subordinated secured term loan,
we amended our credit facility in those months. Among other
things, the amendments extended the maturity from
August 31, 2010 to January 31, 2011, reduced the
credit ceiling from $40 million to $30 million,
generally increased the interest rate from the banks base
rate to the base rate plus 3.5%, eliminated a grace period for
failing to maintain a minimum availability and implemented other
amendments to the agreement, including increasing certain fees.
Amounts borrowed under the facility bear interest at a rate
equal to the base rate (as defined in the agreement) plus a
margin amount. Under the amendment, the base rate was revised so
that it equals the greater of the banks prime rate, the
federal funds rate plus 0.50% or the Libor rate plus 1.0% (all
as defined in the agreement).
The revolving credit facility also allows us to apply an
interest rate based on Libor (as defined in the agreement) plus
a margin amount to a designated portion of the outstanding
balance as set forth in the agreement. Under the April and
September 2009 amendments, the Libor margin (as defined in the
agreement) was increased from a range of 1.75%-2.25% to a range
of 3.5%-4.0%. Following the occurrence of any event of default,
the Bank may increase the rate by an additional two percentage
points.
The amendments also increased our unused line fee from 0.25% per
annum to 0.75% per annum. The unused line fee is payable monthly
based on the difference between the revolving credit ceiling and
the average loan balance under the agreement. The aggregate
amount that we may borrow under the agreement at any time is
further limited by a formula, which is based substantially on
our inventory level but cannot be greater than the revolving
credit ceiling of $30 million. The amendments reduced our
borrowing base (as defined in the credit facility) for the
periods from October 1 to December 15 of each year and decreases
the amount of permitted acquisitions (as defined in the
agreement) per year from $2,000,000 to $250,000. As additional
consideration for the amendments and the extension of the
maturity date of the facility, we paid a total of $155,000 in
fees.
Amounts borrowed under the credit facility continue to be
secured by substantially all of our assets. In connection with
the administration of the agreement, we are required to pay a
facility fee of $2,000 per month. If contingencies related to
early termination of the revolving credit facility were to
occur, or if we request and receive an accommodation from the
lender in connection with the facility, we may be required to
pay additional fees.
38
The credit facility continues to include financial, reporting
and other covenants relating to, among other things, use of
funds under the facility in accordance with our business plan,
prohibiting a change of control, including any person or group
acquiring beneficial ownership of 40% or more of our common
stock or our combined voting power (as defined in the credit
facility), maintaining a minimum availability, prohibiting new
debt, restricting dividends and the repurchase of our stock, and
restricting certain acquisitions. In the event that we violate
any of these covenants, or if other indebtedness in excess of
$1.0 million could be accelerated, or in the event that 10%
or more of our leases could be terminated (other than solely as
a result of certain sales of our common stock), the lender would
have the right to accelerate repayment of all amounts
outstanding under the agreement, or to commence foreclosure
proceedings on our assets. We were in compliance with these
covenants as of January 30, 2010 and expect to remain in
compliance throughout fiscal year 2010 based on the expected
execution of our business plan.
Subordinated
Secured Term Loan
We have a subordinated secured term loan with Private Equity
Management Group, Inc. (PEM) as arranger and administrative
agent on behalf of the lender, and an affiliate of PEM, as the
lender, pursuant to a Second Lien Credit Agreement dated
February 4, 2008. The loan matures on February 1,
2011. We had balances under the loan of $2.8 million and
$4.8 million as of January 30, 2010 and
January 31, 2009, with 36 monthly installments of
principal and interest at an interest rate of 15% per annum. The
loan is secured by substantially all of our assets. The loan is
subordinate to our senior secured credit facility with Bank of
America, N.A., our senior lender, but it is senior to our
$4 million in aggregate principal amount of subordinated
convertible debentures due 2012.
Originally, the loan agreement contained financial covenants
requiring us to maintain specified levels of tangible net worth
and adjusted EBITDA (as defined in the agreement) each fiscal
quarter. We have amended the loan agreement four times (May
2008, April 2009, September 2009 and March 2010) to modify
these covenants in order to remain in compliance. The March 2010
amendment completely eliminated these covenants for the
remainder of the term loan. As consideration for the initial
loan and the May 2008 amendment thereto, PEM received
400,000 shares of our common stock, an advisory fee of
$300,000 and PEMs costs and expenses. As consideration for
the April 2009 and September 2009 amendments, we paid fees
totaling $265,000 and issued an additional 250,000 shares
of our common stock. We did not pay any fees in connection with
the March 2010 amendment.
We entered into the loan in February 2008. At that time, we
received aggregate gross proceeds of $7.5 million and net
proceeds of approximately $6.7 million from the term loan.
We used the net proceeds initially to repay amounts owed under
our senior credit facility and for working capital purposes. We
also have broad obligations to indemnify, and pay the fees and
expenses of PEM and the Lender in connection with, among other
things, the enforcement, performance and administration of the
loan agreement and the other loan documents.
Under the loan agreement, we continue to be permitted to prepay
the Loan, subject to a prepayment penalty which is now 1% of the
aggregate principal balance of the Loan. We are also required to
make prepayments, subject to our senior subordination agreement
with PEM and our senior lender, on the term loan in certain
circumstances, including generally if we sell property and
assets outside the ordinary course of business, and upon receipt
of certain extraordinary cash proceeds and upon sales of
securities.
The loan agreement still contains a financial covenant which
sets an annual limit of $1 million for capital
expenditures. The loan agreement also contains certain other
restrictive covenants, including covenants that restrict our
ability to incur additional indebtedness, to pre-pay other
indebtedness, to dispose of assets, to effect certain corporate
transactions, including specified mergers and sales of all or
substantially all of our assets, to change the nature of our
business, to pay dividends (other than in the form of common
stock dividends), as well as covenants that limit transactions
with affiliates and prohibit a change of control. For this
purpose, a change of control is generally defined as, among
other things, a person or entity acquiring beneficial ownership
of more than 50% of our common stock, specified changes to our
Board of Directors, sale of all or substantially all of our
assets or certain recapitalizations. The loan agreement also
contains customary representations and warranties and
affirmative covenants, including provisions relating to
providing reports, inspections and appraisal, and maintenance of
property and collateral.
39
Upon the occurrence of an event of default under the loan
agreement, the Lender will be entitled to acceleration of the
debt plus all accrued and unpaid interest, subject to the senior
subordination agreement, with the interest rate increasing to
17.5% per annum. The loan agreement generally provides for
customary events of default, including default in the payment of
principal or interest or other required payments, failure to
observe or perform covenants or agreements contained in the
transaction documents (excluding the registration rights
agreement), materially breaching our credit facility with our
senior lender or the terms of our subordinated convertible
debentures, generally failure to pay when due debt obligations
(broadly defined, subject to certain exceptions) in excess of
$1 million, specified events of bankruptcy or specified
judgments against us.
We have granted certain registration rights to PEM with respect
to the initial 400,000 shares described above, including
the potential payments of liquidated damages in certain
circumstances in relating to the timing and effectiveness of the
registration statement. As required, we filed the registration
statement at our expense and the SEC declared the registration
statement effective within the required time periods, and our
potential liability for liquidated damages ended on
February 1, 2010. We also have certain other ongoing
obligations, including providing PEM specified notices and
certain information, indemnifying PEM for certain liabilities
and using reasonable best efforts to timely file all required
filings with the SEC and make and keep current public
information about us. We did not grant PEM any registration
rights with respect to the 250,000 additional shares issued in
connection with the April 2009 amendment to the term loan.
Subordinated
Convertible Debentures
On June 26, 2007, we issued $4 million in aggregate
principal amount of subordinated convertible debentures (the
Debentures) to seven accredited investors in a
private placement generating net proceeds of approximately
$3.6 million, which were used to repay amounts owed under
our revolving credit facility. The Debentures are nonamortizing,
bear interest at a rate of 9.5% per annum, payable semi-annually
on each June 30 and December 31, and mature on
June 30, 2012. Investors included corporate directors
Andrew N. Baur and Scott C. Schnuck, an entity affiliated with
Mr. Baur, and advisory directors Bernard A. Edison and
Julian Edison.
The Debentures are convertible into shares of common stock at
any time. The initial conversion price was $9.00 per share. The
conversion price, and thus the number of shares into which the
Debentures are convertible, is subject to anti-dilution and
other adjustments. If we distribute any assets (other than
ordinary cash dividends), then generally each holder is entitled
to receive a like amount of such distributed property. In the
event of a merger, consolidation, sale of substantially all of
our assets, or reclassification or compulsory share exchange,
then upon any subsequent conversion each holder will have the
right to either the same property as it would have otherwise
been entitled or cash in an amount equal to 100% principal
amount of the Debenture, plus interest and any other amounts
owed. The Debentures also contain a weighted average conversion
price adjustment generally for future issuances, at prices less
than the then current conversion price, of common stock or
securities convertible into, or options to purchase, shares of
common stock, excluding generally currently outstanding options,
warrants or performance shares and any future issuances or
deemed issuances pursuant to any properly authorized equity
compensation plans. In accordance with rules of the Nasdaq, the
Debentures contain limitations on the number of shares issuable
pursuant to the Debentures regardless of how low the conversion
price may be, including limitations generally requiring that the
conversion price not be less than $8.10 per share for Debentures
issued to advisory directors, corporate directors or the entity
affiliated with Mr. Baur, that we do not issue common stock
amounting to more than 19.99% of our common stock in the
transaction or such that following conversion, the total number
of shares beneficially owned by each holder does not exceed
19.999% of our common stock. These limitations may be removed
with shareholder approval.
As a result of the issuance of 650,000 shares of common
stock in connection with our subordinated secured term loan, the
conversion price of the Debentures decreased from $9.00 to
$8.31, making the Debentures convertible into
481,347 shares of our common stock.
The Debentures generally provide for customary events of
default, which could result in acceleration of all amounts owed,
including default in required payments, failure to pay when due,
or the acceleration of, other monetary obligations for
indebtedness (broadly defined) in excess of $1 million
(subject to certain exceptions), failure to observe or perform
covenants or agreements contained in the transaction documents,
including covenants
40
relating to using the net proceeds, maintaining legal existence,
prohibiting the sale of material assets outside of the ordinary
course, prohibiting cash dividends and distributions, share
repurchases, and certain payments to our officers and directors.
We generally have the right, but not the obligation, to redeem
the unpaid principal balance of the Debentures at any time prior
to conversion if the closing price of our common stock (as
adjusted for stock dividends, subdivisions or combinations) is
equal to or above $16.00 per share for each of 20 consecutive
trading days and certain other conditions are met. We have also
agreed to provide certain piggyback and demand registration
rights, until two years after the Debentures cease to be
outstanding, to the holders under the Securities Act of 1933
relating to the shares of common stock issuable upon conversion
of the Debentures. In April 2010, the debenture documents were
amended to remove our de-listing from the Nasdaq Stock Market as
an event of default. Please see Item 1.
Business Risk Factors The Nasdaq Stock
Market has made a determination to delist our common stock and
there is no assurance that our appeal of that determination will
be successful. Delisting from Nasdaq would be likely to increase
volatility and to decrease the liquidity of our common
stock.
2005
Private Placement of Common Stock and Warrants
In connection with our 2005 private placement of common stock
and warrants, we issued warrants to purchase a total of
375,000 shares of common stock, subject to anti-dilution
and other adjustments. The warrants had an exercise price of
$10.18 per share and contained cashless exercise and call
provisions. Through January 30, 2010, warrants underlying
112,500 shares of common stock had been exercised,
generating net proceeds to us of $1,145,250. On April 8,
2010, the remaining 262,500 warrants expired.
IPO
Warrants
In connection with our 2004 initial public offering, we sold to
the representatives of the underwriters and their designees five
year warrants to purchase up to an aggregate of
216,000 shares of common stock at an exercise price equal
to $12.7875 per share. Through January 31, 2009, warrants
underlying 94,500 shares of common stock were tendered in
cashless exercise transactions under which we issued
35,762 shares of common stock. On February 10, 2009,
all unexercised warrants expired. Demand and piggyback
registration rights ended on February 10, 2009 and
February 10, 2010, respectively.
Contractual
Obligations
The following table summarizes our contractual obligations as of
January 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due in Period
|
|
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
More Than
|
|
Contractual Obligations
|
|
Total
|
|
|
1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 Years
|
|
|
Long-term debt obligations(1)
|
|
$
|
7,938,110
|
|
|
$
|
3,128,785
|
|
|
$
|
4,809,325
|
|
|
$
|
|
|
|
$
|
|
|
Operating lease obligations(2)
|
|
|
134,311,719
|
|
|
|
24,790,027
|
|
|
|
45,058,159
|
|
|
|
36,032,621
|
|
|
|
28,430,912
|
|
Purchase obligations(3)
|
|
|
30,532,364
|
|
|
|
24,532,364
|
|
|
|
3,000,000
|
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
172,782,193
|
|
|
$
|
52,451,176
|
|
|
$
|
52,867,484
|
|
|
$
|
39,032,621
|
|
|
$
|
28,430,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes principal and interest payments on our subordinated
secured term loan and our subordinated convertible debentures.
As discussed in Note 2 to the financial statements, these
obligations are classified as current liabilities on our balance
sheet at January 30, 2010. |
|
(2) |
|
Includes minimum payment obligations relating to our store
leases. |
|
(3) |
|
Includes merchandise on order, minimum royalty payments related
to the H by Halston license, and payment obligations relating to
store construction and miscellaneous service contracts. |
Off-Balance
Sheet Arrangements
At January 30, 2010 and January 31, 2009, we did not
have any relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured
finance or special purpose entities or variable interest
entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or
41
other contractually narrow or limited purposes. We are,
therefore, not materially exposed to any financing, liquidity,
market or credit risk that could otherwise have arisen if we had
engaged in such relationships.
Recent
Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB)
issued Accounting Standard Codification (ASC) 105 Generally
Accepted Accounting Principles, or the Codification. The
Codification is the sole source of authoritative
U.S. accounting and reporting standards recognized by the
FASB. Rules and interpretive releases of the SEC are also
sources of authoritative GAAP. The Company adopted ASC 105
during the quarter ended October 31, 2009. Upon adoption of
ASC 105, references within financial statement disclosures
were modified to reference the Codification.
In May 2009, the FASB issued an update to the Subsequent Events
topic (ASC 855), which establishes general standards of
accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued.
ASC 855 was effective beginning in the second quarter of
2009 for the Company and did not have a material impact on its
financial position, results of operations, or cash flows.
Effective starting with the second quarter of fiscal 2009, we
adopted the provisions of ASC 825 Financial Instruments
related to interim disclosures about fair value of financial
instruments. This guidance requires disclosures regarding fair
value of financial instruments in interim financial statements,
as well as in annual financial statements. The adoption had no
impact on our financial statements other than additional
disclosures.
Impact of
Inflation
Overall, we do not believe that inflation has had a material
adverse impact on our business or operating results during the
periods presented. We cannot give assurance, however, that our
business will not be affected by inflation in the future.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
Not Required.
|
|
Item 8.
|
Financial
Statements and Supplementary Data.
|
Our financial statements together with the report of the
independent registered public accounting firm are set forth
beginning on
page F-1
and are incorporated herein by this reference.
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
|
None.
|
|
Item 9A.
|
Controls
and Procedures.
|
Disclosure Controls and Procedures. The
Companys management, with the participation of the
Companys Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys
disclosure controls and procedures (as such term is defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act)), as of the end of the period covered
by this report. Any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. Based on such
evaluation, the Companys Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such
period, the Companys disclosure controls and procedures
provided reasonable assurance that the disclosure controls and
procedures were effective in recording, processing, summarizing
and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits
under the Exchange Act and in accumulating and communicating
such information to management, including the Companys
Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
42
Managements Annual Report on Internal Control Over
Financial Reporting. The Companys
management is responsible for establishing and maintaining
adequate internal control over financial reporting (as such term
is defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act) for the Company. With the participation
of the Chief Executive Officer and the Chief Financial Officer,
management conducted an evaluation of the effectiveness of
internal control over financial reporting based on the framework
and the criteria established in Internal Control
Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this
evaluation, management has concluded that internal control over
financial reporting was effective as of January 30, 2010.
Our internal control system was designed to provide reasonable
assurance to the Companys management and board of
directors regarding the reliability of financial reporting and
the preparation and fair presentation of published financial
statements for external purposes in accordance with generally
accepted accounting principles. All internal control systems, no
matter how well designed, have inherent limitations. Therefore,
even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement
preparation and presentation.
This annual report does not include an attestation report of the
Companys registered public accounting firm regarding
internal control over financial reporting. Managements
report was not subject to attestation by the companys
registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the Company
to provide only managements report in this annual report.
Changes in Internal Control Over Financial
Reporting. The Companys management, with
the participation of the Companys Chief Executive Officer
and Chief Financial Officer, conducted an evaluation of the
Companys internal control over financial reporting to
determine whether any changes occurred during the Companys
fourth fiscal quarter ended January 30, 2010 that have
materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial
reporting. Based on that evaluation, there has been no such
change during the Companys fourth quarter of fiscal year
2009.
|
|
Item 9B.
|
Other
Information.
|
None.
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
Information set forth in the Companys 2010 Proxy Statement
under the caption Information Regarding Board of Directors
and Committees is hereby incorporated by reference. No
other sections of the 2010 Proxy Statement are incorporated
herein by this reference. The following information with respect
to the executive officers of the Company as of April 1,
2010 is included pursuant to Instruction 3 of
Item 401(b) of
Regulation S-K.
Executive
Officers of the Registrant
Certain information concerning the executive officers of Bakers
is set forth below:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Peter A. Edison
|
|
|
54
|
|
|
Chairman of the Board, Chief Executive Officer and President
|
Mark D. Ianni
|
|
|
49
|
|
|
Executive Vice President and Chief Merchandising Officer
|
Stanley K. Tusman
|
|
|
63
|
|
|
Executive Vice President and Chief Planning Officer
|
Joseph R. VanderPluym
|
|
|
58
|
|
|
Executive Vice President and Chief Operations Officer
|
Charles R. Daniel, III
|
|
|
51
|
|
|
Executive Vice President and Chief Financial Officer,
Controller, Treasurer and Secretary
|
43
Peter A. Edison has over 30 years of experience in
the fashion and apparel industry. Between 1986 and 1997,
Mr. Edison served as director and as an officer in various
divisions of Edison Brothers Stores, Inc., including serving as
the Director of Corporate Development for Edison Brothers,
President of Edison Big & Tall, and as President of
Chandlers/Sacha of London. He also served as Director of
Marketing and Merchandise Controller, and in other capacities,
for Edison Shoe Division. Mr. Edison received his M.B.A. in
1981 from Harvard Business School, and served as chairman of the
board of directors of Dave & Busters, Inc. until
February 2006. He has served as our Chairman of the Board and
Chief Executive Officer since October 1997 and as our President
since September 15, 2007.
Mark D. Ianni has over 25 combined years with Edison
Brothers and Bakers as an experienced first-cost buyer, having
held various positions, including Merchandiser, Associate Buyer,
Senior Dress Shoe Buyer, Tailored Shoe Buyer and Executive Vice
President Divisional Merchandise Manager of Dress
Shoes from June 1999 to July 2002. Mr. Ianni has
served as our Executive Vice President since July 2002 and our
Chief Merchandising Officer since September 15, 2007.
Stanley K. Tusman has over 30 years of financial
analysis and business experience. Mr. Tusman served as the
Vice President Director of Planning &
Allocation for the 500-store Edison Footwear Group, the Vice
President of Retail Systems Integration for the 500-store
Genesco Retail, Director of Merchandising, Planning and
Logistics for the 180-store Journeys and the Executive
Director of Financial Planning for the 400-store Claires
Boutiques chains. Mr. Tusman has served as our Executive
Vice President since June 1999 and our Chief Planning Officer
since September 15, 2007.
Joseph R. VanderPluym is a
30-year
veteran of store operations with a track record of building and
motivating high energy, high service field organizations.
Mr. VanderPluym spent 20 years at the 700-store Merry
Go Round chain, where he served as Executive Vice President of
Stores for Merry Go Round and Boogies Diner Stores. He
served as Vice President of Stores for Edison Footwear Group for
two years and as Vice President of Stores for Lucky Brand
Apparel Stores for approximately six months prior to joining
Bakers. Mr. VanderPluym has served as either our Vice
President Stores or our Executive Vice President
since June 1999 and as Chief Operations Officer since
September 15, 2007.
Charles R. Daniel, III has over 25 years of
accounting experience. Mr. Daniel has served as our
Controller since February 2004. Prior to that time,
Mr. Daniel worked for the accounting firm of Stone
Carlie & Company. Mr. Daniel served as our
Secretary, Treasurer and Vice President Finance
since February 4, 2008 and has served as Executive Vice
President and Chief Financial Officer since March 12, 2009.
Each of the executive officers, except for Mr. Daniel, has
entered into an employment agreement with the Company.
Information with respect to the executive officers set forth in
the Companys 2010 Proxy Statement under the caption
Executive Compensation Employment Agreements
and Termination of Employment is incorporated herein by
this reference.
Section 16(a)
Beneficial Ownership Reporting Compliance
Information with respect to compliance with Section 16(a)
of the Securities Exchange Act of 1934, as amended, set forth in
the Companys 2010 Proxy Statement under the caption
Section 16(a) Beneficial Ownership Reporting
Compliance is incorporated herein by this reference. No
other sections of the 2010 Proxy Statement are incorporated by
this reference.
Code of
Ethics
The Company has adopted a Code of Business Conduct (the
Code of Ethics) that applies to its principal
executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, as well as directors, officers and employees of the
Company. The Code of Ethics has been filed as Exhibit 14.1
to this Annual Report on
Form 10-K.
The information set forth under the caption Information
Regarding Board of Directors and Committees Code of
Business Conduct in the Companys 2010 Proxy
Statement is incorporated herein by this reference. No other
sections of the 2010 Proxy Statement are incorporated by this
reference.
44
|
|
Item 11.
|
Executive
Compensation.
|
The information set forth in the Companys 2010 Proxy
Statement under the captions Information Regarding Board
of Directors and Committees Compensation of
Directors, Information Regarding Board of Directors
and Committees Compensation Committee Interlocks and
Insider Participation and Executive
Compensation are hereby incorporated by reference. No
other sections of the 2010 Proxy Statement are incorporated
herein by this reference.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
|
The information set forth in the Companys 2010 Proxy
Statement under the caption Stock Ownership of Management
and Certain Beneficial Owners is hereby incorporated by
reference. The information set forth under the caption
Equity Compensation Plan Information in the
Companys 2010 Proxy Statement is hereby incorporated
herein by reference. No other sections of the 2010 Proxy
Statement are incorporated herein by this reference.
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
The information set forth under the caption Certain
Relationships and Related Person Transactions and
Information Regarding Board of Directors and
Committees Corporate Governance and Director
Independence in the Companys 2010 Proxy Statement is
hereby incorporated by reference. No other sections of the 2010
Proxy Statement are incorporated herein by this reference.
|
|
Item 14.
|
Principal
Accountant Fees and Services.
|
The section of the 2010 Proxy Statement entitled Principal
Accountant Fees and Services is hereby incorporated by
reference.
No other sections of the 2010 Proxy Statement are incorporated
herein by this reference.
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules.
|
(a) Documents filed as part of this Report:
1. Financial Statements: The financial
statements commence on
page F-1.
The Index to Financial Statements on
page F-1
is incorporated herein by reference.
2. Financial Statement Schedules: All
information schedules have been omitted as the required
information is inapplicable, not required, or other information
is included in the financial statement notes.
3. Exhibits: The list of exhibits in the
Exhibit Index to this Report is incorporated herein by
reference. The following exhibits are management contracts and
compensatory plans or arrangements required to be filed as
exhibits to this
Form 10-K:
Exhibits 10.1 through 10.23. The exhibits were filed with
the SEC but were not included in the printed version of the
Annual Report to Shareholders.
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Annual Report on
Form 10-K
to be signed on its behalf by the undersigned, thereunto duly
authorized.
BAKERS FOOTWEAR GROUP, INC.
Peter A. Edison
Chairman of the Board, Chief Executive Officer
and President (Principal Executive Officer)
April 30, 2010
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ PETER
A. EDISON
(Peter
A. Edison)
|
|
Chairman of the Board, Chief Executive Officer, President and
Director (Principal Executive Officer)
|
|
April 30, 2010
|
|
|
|
|
|
*
(Charles
R. Daniel, III)
|
|
Executive Vice President and Chief Financial Officer,
Controller, Treasurer and Secretary (Principal Financial Officer
and Principal Accounting Officer)
|
|
April 30, 2010
|
|
|
|
|
|
(Andrew
N. Baur)
|
|
Director
|
|
April 30, 2010
|
|
|
|
|
|
*
(Timothy
F. Finley)
|
|
Director
|
|
April 30, 2010
|
|
|
|
|
|
*
(Harry
E. Rich)
|
|
Director
|
|
April 30, 2010
|
|
|
|
|
|
*
(Scott
C. Schnuck)
|
|
Director
|
|
April 30, 2010
|
|
|
|
* |
|
Peter A. Edison, by signing his name hereto, does sign this
document on behalf of the above noted individuals, pursuant to
powers of attorney duly executed by such individuals which have
been filed as an Exhibit to this Report. |
Peter A. Edison
Attorney-in-Fact
46
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
3
|
.1
|
|
Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Companys Annual
Report on
Form 10-K
for the fiscal year ended January 3, 2004 filed on
April 2, 2004 (File
No. 000-50563)).
|
|
3
|
.2
|
|
Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Companys Annual Report on
Form 10-K
for the fiscal year ended January 3, 2004 filed on
April 2, 2004 (File
No. 000-50563)).
|
|
4
|
.1
|
|
Representatives Warrant Agreement, dated February 10,
2004 by and among the Company, Ryan Beck & Co., Inc.
and BB&T Capital Markets, a Division of Scott &
Stringfellow, Inc. (incorporated by reference to
Exhibit 4.3 to the Companys Annual Report on
Form 10-K
for the fiscal year ended January 3, 2004 filed on
April 2, 2004 (File
No. 000-50563)).
|
|
4
|
.2
|
|
Form of common stock certificate (incorporated by reference to
Exhibit 4.2 to the Companys Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009 filed on
April 24, 2009 (File
No. 000-50563)).
|
|
4
|
.3
|
|
Warrants issued by the Company to representatives of the
underwriters, or their designees (incorporated by reference to
Exhibit 4.7 to the Companys Annual Report on
Form 10-K
for the fiscal year ended January 3, 2004 filed on
April 2, 2004 (File
No. 000-50563)).
|
|
4
|
.4
|
|
Purchase Agreement dated March 31, 2005 by and among the
Company and the Investors named therein (incorporated by
reference to Exhibit 4.1 to the Companys Current
Report on
Form 8-K
filed on April 13, 2005 (File
No. 000-50563)).
|
|
4
|
.5
|
|
Registration Rights Agreement dated April 8, 2005 by and
among the Company, the Investors named therein and Ryan
Beck & Co., Inc. (incorporated by reference to
Exhibit 4.2 to the Companys Current Report on
Form 8-K
filed on April 13, 2005 (File
No. 000-50563)).
|
|
4
|
.6
|
|
Form of Warrants issued by the Company to the Investors on
April 8, 2005 (incorporated by reference to
Exhibit 4.3 to the Companys Current Report on
Form 8-K
filed on April 13, 2005 (File
No. 000-50563)).
|
|
4
|
.7
|
|
Form of Warrants issued by the Company to Ryan Beck &
Co., Inc. or its designees on April 8, 2005 (incorporated
by reference to Exhibit 4.4 to the Companys Current
Report on
Form 8-K
filed on April 13, 2005 (File
No. 000-50563)).
|
|
4
|
.8
|
|
Subordinated Convertible Debenture Purchase Agreement dated
June 13, 2007 by and among the Company and the Investors
named therein (incorporated by reference to Exhibit 4.1 to
the Companys Current Report on
Form 8-K
filed on July 2, 2007 (File
No. 000-50563)).
|
|
4
|
.9
|
|
9.5% Subordinated Convertible Debentures issued by the
Company to Investors on June 26, 2007 (incorporated by
reference to Exhibit 4.2 to the Companys Current
Report on
Form 8-K
filed on July 2, 2007 (File
No. 000-50563)).
|
|
4
|
.10
|
|
Subordination Agreement dated June 26, 2007 by and among
the Company, the Investors named therein and Bank of America,
N.A. (incorporated by reference to Exhibit 4.3 to the
Companys Current Report on
Form 8-K
filed on July 2, 2007 (File
No. 000-50563)).
|
|
4
|
.11
|
|
First Amendment to Subordinated Convertible Debentures and
Subordinated Convertible Debenture Purchase Agreement dated
April 20, 2010 (incorporated by reference to
Exhibit 4.3 to the Companys Current Report on
Form 8-K
filed on April 23, 2010 (File
No. 000-50563)).
|
|
4
|
.12
|
|
Registration Rights Agreement dated June 26, 2007 by and
among the Company and the Investors named therein (incorporated
by reference to Exhibit 4.5 to the Companys Current
Report on
Form 8-K
filed on July 2, 2007 (File
No. 000-50563)).
|
|
4
|
.13*
|
|
Second Lien Credit Agreement dated February 1, 2008
(Loan Agreement) by and among the Company, and
Private Equity Management Group, Inc. and the Lender named
therein (incorporated by reference to Exhibit 4.1 to the
Companys Current Report on
Form 8-K
filed on October 14, 2009 (File
No. 000-50563)).
|
|
4
|
.14
|
|
Subordinated Term Note evidencing amounts borrowed by the
Company under the Second Lien Credit Agreement (incorporated by
reference to Exhibit 4.2 to the Companys Current
Report on
Form 8-K
filed on February 4, 2008 (File
No. 000-50563)).
|
47
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
4
|
.15
|
|
Security Agreement dated February 1, 2008 by and among the
Company, Private Equity Management Group, Inc. and the Lender
named therein (incorporated by reference to Exhibit 4.3 to
the Companys Quarterly Report on
Form 10-Q
for the period ended August 1, 2009 filed on
September 10, 2009 (File
No. 000-50563)).
|
|
4
|
.16
|
|
Subordination Agreement dated February 1, 2008 by and among
the Company, Bank of America, N.A. and Private Equity Management
Group, Inc., in its capacity as administrative agent for the
Lender named therein (incorporated by reference to
Exhibit 4.4 to the Companys Current Report on
Form 8-K
filed on February 4, 2008 (File
No. 000-50563)).
|
|
4
|
.17
|
|
Subordination Agreement dated February 1, 2008 by and among
the Company, Private Equity Management Group, Inc., in its
capacity as administrative agent for the Lender named therein,
and the subordinated creditors named therein (incorporated by
reference to Exhibit 4.5 to the Companys Current
Report on
Form 8-K
filed on February 4, 2008 (File
No. 000-50563)).
|
|
4
|
.18
|
|
Registration Rights Agreement dated February 1, 2008 by and
among the Company and Private Equity Management Group, Inc.
(incorporated by reference to Exhibit 4.6 to the
Companys Quarterly Report on
Form 10-Q
for the period ended August 1, 2009 filed on
September 10, 2009 (File
No. 000-50563)).
|
|
4
|
.19
|
|
Fee Letter dated February 1, 2008 between Private Equity
Management Group, Inc. and the Company (incorporated by
reference to Exhibit 4.7 to the Companys Current
Report on
Form 8-K
filed on February 4, 2008 (File
No. 000-50563)).
|
|
4
|
.20*
|
|
Amendment Number 1 to Loan Documents dated May 9, 2008 by
and among the Company, Private Equity Management Group, Inc. and
the Lender named therein (incorporated by reference to
Exhibit 4.8 to the Companys Quarterly Report on
Form 10-Q
for the period ended August 1, 2009 filed on
September 10, 2009 (File
No. 000-50563)).
|
|
4
|
.21
|
|
Letter of Consent delivered to the Company and Private Equity
Management Group, Inc. by Bank of America, N.A. (incorporated by
reference to Exhibit 4.3 to the Companys Current
Report on
Form 8-K
filed on May 9, 2008 (File
No. 000-50563)).
|
|
4
|
.22
|
|
Amendment Number 2 to Loan Documents dated April 9, 2009 by
and among the Company, Private Equity Management Group, Inc. and
the Lender named therein (incorporated by reference to
Exhibit 4.10 to the Companys Current Report on
Form 8-K
filed on April 15, 2009 (File
No. 000-50563)).
|
|
4
|
.23
|
|
Amendment Number 3 to Loan Documents dated September 3,
2009 by and among the Company, Private Equity Management Group,
Inc. and the Lender named therein (incorporated by reference to
Exhibit 4.11 to the Companys Quarterly Report on
Form 10-Q
filed on September 10, 2009 (File
No. 000-50563)).
|
|
4
|
.24
|
|
Amendment Number 4 to Loan Documents dated March 23, 2010
by and among the Company, Private Equity Management Group, Inc.
and the Lender named therein (incorporated by reference to
Exhibit 4.12 to the Companys Current Report on
Form 8-K
filed on March 25, 2010 (File
No. 000-50563)).
|
|
10
|
.1
|
|
Bakers Footwear Group, Inc. 2003 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.3 to the
Companys Current Report on
Form 8-K
filed on March 21, 2007 (File
No. 000-50563)).
|
|
10
|
.1.1
|
|
Form of Nonqualified Option Award Agreement under Bakers
Footwear Group, Inc. 2003 Stock Option Plan (incorporated by
reference to Exhibit 10.2 to the Companys Current
Report on
Form 8-K
filed on March 21, 2007 (File
No. 000-50563)).
|
|
10
|
.2
|
|
Bakers Footwear Group, Inc. Cash Bonus Plan (incorporated by
reference to Exhibit 10.2 of Amendment No. 3 to the
Companys Registration Statement on
Form S-1
filed on January 8, 2004 (File
No. 333-86332)).
|
|
10
|
.3
|
|
Letter to Peter Edison outlining 2009 bonus levels (incorporated
by reference to Exhibit 10.4 to the Companys Current
Report on
Form 8-K
filed on March 18, 2009 (File
No. 000-50563)).
|
|
10
|
.4
|
|
Letter to Stan Tusman outlining 2009 bonus levels (incorporated
by reference to Exhibit 10.5 to the Companys Current
Report on
Form 8-K
filed on March 18, 2009 (File
No. 000-50563)).
|
|
10
|
.5
|
|
Letter to Joe VanderPluym outlining 2009 bonus levels
(incorporated by reference to Exhibit 10.6 to the
Companys Current Report on
Form 8-K
filed on March 18, 2009 (File
No. 000-50563)).
|
48
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
10
|
.6
|
|
Letter to Mark Ianni outlining 2009 bonus levels (incorporated
by reference to Exhibit 10.7 to the Companys Current
Report on
Form 8-K
filed on March 18, 2009 (File
No. 000-50563))
|
|
10
|
.7
|
|
Letter to Charlie Daniel outlining 2009 bonus levels
(incorporated by reference to Exhibit 10.8 to the
Companys Current Report on
Form 8-K
filed on March 18, 2009 (File
No. 000-50563)).
|
|
10
|
.8
|
|
Letter to Peter Edison outlining 2010 bonus levels (incorporated
by reference to Exhibit 10.4 to the Companys Current
Report on
Form 8-K
filed on April 23, 2010 (File
No. 000-50563)).
|
|
10
|
.9
|
|
Letter to Joe VanderPluym outlining 2010 bonus levels
(incorporated by reference to Exhibit 10.5 to the
Companys Current Report on
Form 8-K
filed on April 23, 2010 (File
No. 000-50563)).
|
|
10
|
.10
|
|
Letter to Mark Ianni outlining 2010 bonus levels (incorporated
by reference to Exhibit 10.6 to the Companys Current
Report on
Form 8-K
filed on April 23, 2010 (File
No. 000-50563)).
|
|
10
|
.11
|
|
Letter to Stan Tusman outlining 2010 bonus levels (incorporated
by reference to Exhibit 10.7 to the Companys Current
Report on
Form 8-K
filed on April 23, 2010 (File
No. 000-50563)).
|
|
10
|
.12
|
|
Letter to Charlie Daniel outlining 2010 bonus levels
(incorporated by reference to Exhibit 10.8 to the
Companys Current Report on
Form 8-K
filed on April 23, 2010 (File
No. 000-50563)).
|
|
10
|
.13
|
|
Bakers Footwear Group, Inc. 2005 Incentive Compensation Plan
(incorporated by reference to Appendix A to the
Companys 2005 Proxy Statement filed on April 27, 2005
(File
No. 000-50563)).
|
|
10
|
.13.1
|
|
Form of Notice of Award of Performance Shares under Bakers
Footwear Group, Inc. 2005 Incentive Compensation Plan
(incorporated by reference to Exhibit 10.4 to the
Companys Current Report on
Form 8-K
filed on March 22, 2006 (File
No. 000-50563)).
|
|
10
|
.13.2
|
|
Form of Restricted Stock Award Agreement under Bakers Footwear
Group, Inc. 2005 Incentive Compensation Plan (incorporated by
reference to Exhibit 10.4 to the Companys Current
Report on
Form 8-K
filed on October 9, 2007 (File
No. 000-50563)).
|
|
10
|
.14
|
|
Summary of base salaries for specified executive officers
(incorporated by reference to Exhibit 10.25 to the
Companys Annual Report on
Form 10-K
for the fiscal year ended February 2, 2008 filed on
May 2, 2008 (File
No. 000-50563)).
|
|
10
|
.15
|
|
Summary of March 11, 2008 stock option grants for the
executive officers (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on March 17, 2008 (File
No. 000-50563)).
|
|
10
|
.16
|
|
Summary of March 12, 2009 restricted stock awards for the
executive officers (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on March 18, 2009 (File
No. 000-50563)).
|
|
10
|
.17
|
|
Summary of April 20, 2010 stock option grants to executive
officers of the Company (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on April 23, 2010 (File
No. 000-50563)).
|
|
10
|
.18
|
|
Employment Agreement dated January 12, 2004 by and between
the Company and Peter Edison (incorporated by reference to
Exhibit 10.15 of Amendment No. 4 to the Companys
Registration Statement on
Form S-1
filed on January 20, 2004 (File
No. 333-86332)).
|
|
10
|
.19
|
|
Employment Agreement dated September 16, 2002 by and
between the Company and Stanley K. Tusman (incorporated by
reference to Exhibit 10.20 of Amendment No. 4 to the
Companys Registration Statement on
Form S-1
filed on January 20, 2004 (File
No. 333-86332)).
|
|
10
|
.20
|
|
Employment Agreement dated September 5, 2006 by and between
the Company and Joe VanderPluym (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on
Form 8-K
filed on September 7, 2006 (File
No. 000-50563)).
|
|
10
|
.21
|
|
Employment Agreement dated August 31, 2006 by and between
the Company and Mark Ianni (incorporated by reference to
Exhibit 10.3 to the Companys Current Report on
Form 8-K
filed on September 7, 2006 (File
No. 000-50563)).
|
|
10
|
.22
|
|
Amended Employment Agreement dated February 3, 2008 by and
among the Company and Lawrence L. Spanley, Jr. (incorporated by
reference to Exhibit 10.3 (and included in
Exhibit 10.2) to the Companys Current Report on
Form 8-K
filed on February 4, 2008 (File
No. 000-50563)).
|
|
10
|
.23
|
|
Summary of Compensation of Non-management Directors as of
March 15, 2007 (incorporated by reference to
Exhibit 10.12 to the Companys Quarterly Report on
Form 10-Q
for the period ended May 5, 2007 filed on June 19,
2007 (File
No. 000-50563)).
|
49
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
10
|
.24
|
|
Second Amended and Restated Loan and Security Agreement dated as
of August 31, 2006 by and between Bank of America, N.A. and
the Company (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on
Form 8-K
filed on September 7, 2006 (File
No. 000-50563)).
|
|
10
|
.24.1
|
|
Amended and Restated Revolving Credit Note dated as of
August 31, 2006 by and between Bank of America, N.A. and
the Company (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on
Form 8-K
filed on September 7, 2006 (File
No. 000-50563)).
|
|
10
|
.24.2
|
|
Waiver and Consent Agreement dated as of April 18, 2007 by
and between Bank of America, N.A. and the Company (incorporated
by reference to Exhibit 10.14.2 to the Companys
Annual Report on
Form 10-K
for the fiscal year ended February 3, 2007 filed on
April 24, 2007 (File
No. 000-50563)).
|
|
10
|
.24.3
|
|
First Amendment to Second Amended and Restated Loan and Security
Agreement dated as of May 17, 2007 by and between the
Company and Bank of America, N.A. (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on
Form 8-K
filed on May 18, 2007 (File
No. 000-50563)).
|
|
10
|
.24.4
|
|
Extension Agreement dated June 26, 2007 between the Company
and Bank of America, N.A. (incorporated by reference to
Exhibit 4.4 to the Companys Current Report on
Form 8-K
filed on July 2, 2007 (File
No. 000-50563)).
|
|
10
|
.24.5
|
|
Second Amendment to Second Amended and Restated Loan and
Security Agreement dated February 1, 2008 by and among the
Company and Bank of America, N.A. (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on February 4, 2008 (File
No. 000-50563)).
|
|
10
|
.24.6
|
|
Third Amendment to Second Amended and Restated Loan and Security
Agreement dated April 9, 2009 by and among the Company and
Bank of America, N.A. (incorporated by reference to
Exhibit 10.7 to the Companys Current Report on
Form 8-K
filed on April 15, 2009 (File
No. 000-50563)).
|
|
10
|
.24.7
|
|
Fourth Amendment to Second Amended and Restated Loan and
Security Agreement dated September 8, 2009 by and among the
Company and Bank of America, N.A. (incorporated by reference to
Exhibit 10.8 to the Companys Quarterly Report on
Form 10-Q
for the period ended August 1, 2009 filed on
September 10, 2009 (File
No. 000-50563)).
|
|
10
|
.25
|
|
Concurrent Use Agreement dated June 23, 1999 between the
Company and Novus, Inc. (incorporated by reference to
Exhibit 10.9 to the Companys Registration Statement
on
Form S-1
filed on April 16, 2002 (File
No. 333-86332)).
|
|
10
|
.26
|
|
Assignment of Rights dated June 23, 1999 between the
Company and Edison Brothers Stores, Inc. (incorporated by
reference to Exhibit 10.10 to the Companys
Registration Statement on
Form S-1
filed on April 16, 2002 (File
No. 333-86332)).
|
|
10
|
.27
|
|
Letter of Understanding Between the Company, Transmodal
Associates, Inc. and Cargotrans Transitarios Internacionais
Ltda. (incorporated by reference to Exhibit 10.13 of
Amendment No. 1 to the Companys Registration
Statement on
Form S-1
filed on June 4, 2002 (File
No. 333-86332)).
|
|
10
|
.28
|
|
Motor Transportation Contract dated October 25, 1999
between Combined Express, Inc. and the Company (incorporated by
reference to Exhibit 10.14 of Amendment No. 1 to
Registration Statement on
Form S-1
filed on June 4, 2002 (File
No. 333-86332)).
|
|
11
|
.1
|
|
Statement regarding computation of per share earnings
(incorporated by reference from Note 15 of the Financial
Statements).
|
|
14
|
.1
|
|
Code of Business Conduct (incorporated by reference to
Exhibit 14.1 to the Companys Annual Report on
Form 10-K
for the fiscal year ended January 3, 2004 filed on
April 2, 2004 (File
No. 000-50563)).
|
|
23
|
.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
24
|
.1
|
|
Power of Attorney.
|
|
31
|
.1
|
|
Rule 13a-14(a)/15d-14(a)
Certification (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).
|
|
31
|
.2
|
|
Rule 13a-14(a)/15d-14(a)
Certification (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).
|
|
32
|
.1
|
|
Section 1350 Certifications (pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, executed by Chief Executive
Officer and the Chief Financial Officer).
|
|
|
|
* |
|
Portions are omitted pursuant to a confidential treatment
request and are filed separately with the SEC. |
50
INDEX TO
FINANCIAL STATEMENTS
Contents
51
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Bakers Footwear Group, Inc.
We have audited the accompanying balance sheets of Bakers
Footwear Group, Inc. (the Company) as of January 30, 2010
and January 31, 2009, and the related statements of
operations, shareholders equity, and cash flows for each
of the three years in the period ended January 30, 2010.
These financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial
reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Bakers Footwear Group, Inc. at January 30, 2010 and
January 31, 2009, and the results of its operations and its
cash flows for each of the three years in the period ended
January 30, 2010, in conformity with U.S. generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
described in Note 2 to the financial statements, the
Company has incurred substantial losses from operations in
recent years and has a significant working capital deficiency.
These conditions raise substantial doubt about its ability to
continue as a going concern. Managements plans in regards
to these matters are also described in Note 2. The
financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
/s/ ERNST & YOUNG LLP
St. Louis, Missouri
April 30, 2010
F-1
|
|
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2009
|
|
|
2010
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
134,676
|
|
|
$
|
154,685
|
|
Accounts receivable
|
|
|
1,373,379
|
|
|
|
1,387,358
|
|
Inventories
|
|
|
20,976,352
|
|
|
|
20,233,207
|
|
Prepaid expenses and other current assets
|
|
|
1,027,595
|
|
|
|
1,234,787
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
23,512,002
|
|
|
|
23,010,037
|
|
Property and equipment, net
|
|
|
34,029,666
|
|
|
|
24,757,395
|
|
Other assets
|
|
|
966,524
|
|
|
|
851,035
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
58,508,192
|
|
|
$
|
48,618,467
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
7,556,984
|
|
|
$
|
10,138,635
|
|
Accrued expenses
|
|
|
8,175,564
|
|
|
|
7,320,595
|
|
Subordinated secured term loan
|
|
|
4,817,282
|
|
|
|
2,785,112
|
|
Subordinated convertible debentures
|
|
|
4,000,000
|
|
|
|
4,000,000
|
|
Sales tax payable
|
|
|
1,032,584
|
|
|
|
1,152,277
|
|
Deferred income
|
|
|
1,218,687
|
|
|
|
1,366,252
|
|
Revolving credit facility
|
|
|
11,482,862
|
|
|
|
10,531,687
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
38,283,963
|
|
|
|
37,294,558
|
|
Accrued noncurrent rent liabilities
|
|
|
9,774,829
|
|
|
|
9,183,756
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 5,000,000 shares
authorized, no shares outstanding
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value; 40,000,000 shares
authorized, 7,055,856 and 7,382,856 shares outstanding at
January 31, 2009 and January 30, 2010, respectively
|
|
|
705
|
|
|
|
738
|
|
Additional paid-in capital
|
|
|
38,506,784
|
|
|
|
39,279,600
|
|
Accumulated deficit
|
|
|
(28,058,089
|
)
|
|
|
(37,140,185
|
)
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
10,449,400
|
|
|
|
2,140,153
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
58,508,192
|
|
|
$
|
48,618,467
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Net sales
|
|
$
|
186,279,987
|
|
|
$
|
183,661,789
|
|
|
$
|
185,368,696
|
|
Cost of merchandise sold, occupancy, and buying expenses
|
|
|
138,818,865
|
|
|
|
133,110,127
|
|
|
|
132,000,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
47,461,122
|
|
|
|
50,551,662
|
|
|
|
53,368,600
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
|
|
|
46,513,361
|
|
|
|
42,157,931
|
|
|
|
40,826,820
|
|
General and administrative
|
|
|
17,901,666
|
|
|
|
17,213,142
|
|
|
|
15,928,472
|
|
(Gain) loss on disposal of property and equipment
|
|
|
(4,698,232
|
)
|
|
|
347,176
|
|
|
|
306,164
|
|
Impairment of long-lived assets
|
|
|
3,131,169
|
|
|
|
2,609,588
|
|
|
|
2,762,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(15,386,842
|
)
|
|
|
(11,776,175
|
)
|
|
|
(6,455,129
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,693,878
|
)
|
|
|
(3,255,087
|
)
|
|
|
(2,723,566
|
)
|
Other income (expense), net
|
|
|
114,822
|
|
|
|
120,508
|
|
|
|
96,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(16,965,898
|
)
|
|
|
(14,910,754
|
)
|
|
|
(9,082,096
|
)
|
Provision for income taxes
|
|
|
691,367
|
|
|
|
84,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(17,657,265
|
)
|
|
$
|
(14,995,601
|
)
|
|
$
|
(9,082,096
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share:
|
|
$
|
(2.70
|
)
|
|
$
|
(2.13
|
)
|
|
$
|
(1.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
Retained
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Additional
|
|
|
Earnings
|
|
|
|
|
|
|
Issued and
|
|
|
|
|
|
Paid-In
|
|
|
(Accumulated
|
|
|
|
|
|
|
Outstanding
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit)
|
|
|
Total
|
|
|
Balance at February 3, 2007
|
|
|
6,493,035
|
|
|
$
|
649
|
|
|
$
|
36,571,423
|
|
|
$
|
4,594,777
|
|
|
$
|
41,166,849
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
529,571
|
|
|
|
|
|
|
|
529,571
|
|
Shares issued in connection with exercise of stock options
|
|
|
93,821
|
|
|
|
9
|
|
|
|
929
|
|
|
|
|
|
|
|
938
|
|
Issuance of restricted stock
|
|
|
69,000
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,657,265
|
)
|
|
|
(17,657,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at February 2, 2008
|
|
|
6,655,856
|
|
|
|
665
|
|
|
|
37,101,923
|
|
|
|
(13,062,488
|
)
|
|
|
24,040,100
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
609,901
|
|
|
|
|
|
|
|
609,901
|
|
Issuance of common stock
|
|
|
400,000
|
|
|
|
40
|
|
|
|
794,960
|
|
|
|
|
|
|
|
795,000
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,995,601
|
)
|
|
|
(14,995,601
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2009
|
|
|
7,055,856
|
|
|
|
705
|
|
|
|
38,506,784
|
|
|
|
(28,058,089
|
)
|
|
|
10,449,400
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
585,341
|
|
|
|
|
|
|
|
585,341
|
|
Issuance of common stock
|
|
|
250,000
|
|
|
|
25
|
|
|
|
187,475
|
|
|
|
|
|
|
|
187,500
|
|
Issuance of restricted stock
|
|
|
77,000
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,082,096
|
)
|
|
|
(9,082,096
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 30, 2010
|
|
|
7,382,856
|
|
|
$
|
738
|
|
|
$
|
39,279,600
|
|
|
$
|
(37,140,185
|
)
|
|
$
|
2,140,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(17,657,265
|
)
|
|
$
|
(14,995,601
|
)
|
|
$
|
(9,082,096
|
)
|
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
8,583,524
|
|
|
|
7,781,462
|
|
|
|
6,535,588
|
|
Deferred income taxes
|
|
|
2,387,809
|
|
|
|
|
|
|
|
|
|
Accretion of debt discount
|
|
|
|
|
|
|
667,282
|
|
|
|
488,663
|
|
Stock-based compensation expense
|
|
|
529,571
|
|
|
|
609,901
|
|
|
|
585,341
|
|
Interest expense recognized for issuing common stock related to
amending the subordinated secured term loan
|
|
|
|
|
|
|
|
|
|
|
187,500
|
|
Impairment of long-lived assets
|
|
|
3,131,169
|
|
|
|
2,609,588
|
|
|
|
2,762,273
|
|
(Gain) loss on disposal of property and equipment
|
|
|
(4,698,232
|
)
|
|
|
347,176
|
|
|
|
306,164
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
1,117,431
|
|
|
|
2,294
|
|
|
|
(13,971
|
)
|
Inventories
|
|
|
6,040,065
|
|
|
|
(2,914,411
|
)
|
|
|
743,145
|
|
Prepaid expenses and other current assets
|
|
|
16,636
|
|
|
|
(211,622
|
)
|
|
|
(238,969
|
)
|
Prepaid income taxes
|
|
|
(857,984
|
)
|
|
|
1,868,822
|
|
|
|
31,777
|
|
Other assets
|
|
|
(201,690
|
)
|
|
|
714,785
|
|
|
|
211,373
|
|
Accounts payable
|
|
|
(1,052,428
|
)
|
|
|
474,770
|
|
|
|
2,581,651
|
|
Accrued expenses and deferred income
|
|
|
(71,143
|
)
|
|
|
(596,799
|
)
|
|
|
(587,711
|
)
|
Accrued noncurrent rent liabilities
|
|
|
755,144
|
|
|
|
(395,932
|
)
|
|
|
(591,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(1,977,393
|
)
|
|
|
(4,038,285
|
)
|
|
|
3,919,655
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(4,763,687
|
)
|
|
|
(923,256
|
)
|
|
|
(428,054
|
)
|
Proceeds from disposition of property and equipment
|
|
|
5,017,639
|
|
|
|
1,468
|
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
253,952
|
|
|
|
(921,788
|
)
|
|
|
(427,638
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net borrowings (payments) on line of credit
|
|
|
(1,914,925
|
)
|
|
|
298,483
|
|
|
|
(951,175
|
)
|
Proceeds from issuance of convertible debentures
|
|
|
4,000,000
|
|
|
|
|
|
|
|
|
|
Debt issuance costs
|
|
|
(420,447
|
)
|
|
|
(325,542
|
)
|
|
|
|
|
Net proceeds from exercise of stock options
|
|
|
938
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of restricted stock
|
|
|
7
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of subordinated secured term loan and
common stock
|
|
|
|
|
|
|
7,020,000
|
|
|
|
|
|
Principal payments of subordinated secured term loan
|
|
|
|
|
|
|
(2,000,000
|
)
|
|
|
(2,520,833
|
)
|
Principal payments under capital lease obligations
|
|
|
(189,807
|
)
|
|
|
(57,863
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
1,475,766
|
|
|
|
4,935,078
|
|
|
|
(3,472,008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(247,675
|
)
|
|
|
(24,995
|
)
|
|
|
20,009
|
|
Cash and cash equivalents at beginning of period
|
|
|
407,346
|
|
|
|
159,671
|
|
|
|
134,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
159,671
|
|
|
$
|
134,676
|
|
|
$
|
154,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
82,631
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
1,667,213
|
|
|
$
|
2,098,519
|
|
|
$
|
2,032,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-5
BAKERS
FOOTWEAR GROUP, INC.
January 30,
2010
|
|
1.
|
Summary
of Significant Accounting Policies
|
Operations
Bakers Footwear Group, Inc., (the Company) was incorporated in
1926 and is engaged in the sale of shoes and accessories through
over 230 retail stores throughout the United States under the
Bakers and Wild Pair names. The Company is a national
full-service retailer specializing in moderately priced fashion
footwear. The Companys products include private-label and
national brand dress, casual, and sport shoes, boots, sandals
and accessories such as handbags and costume jewelry.
Fiscal
Year
The Companys fiscal year is based upon a 52
53 week retail calendar, ending on the Saturday nearest
January 31. The fiscal years ended January 30, 2010
(fiscal year 2009), January 31, 2009 (fiscal year
2008) and February 2, 2008 (fiscal year 2007) are
52 week periods.
Use of
Estimates
The preparation of the financial statements in conformity with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect
reported amounts in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The Company considers all highly liquid financial instruments
with a maturity of three months or less at the time of purchase
to be cash equivalents. During periods when the Company has
outstanding balances on its revolving credit agreement,
substantially all cash is held in depository accounts where
disbursements are restricted to payments on the revolving credit
agreement and the Companys disbursing accounts are funded
through draws on the revolving credit agreement. During periods
when the Company does not have outstanding balances on its
revolving credit agreement, it invests cash in a money market
fund as well as in its depository accounts.
Accounts
Receivable
Accounts receivable consist substantially of customer
merchandise purchases paid for with third-party credit cards.
Such purchases generally are approved by the card issuers at the
point of sale and cash is remitted to the Company from the card
issuers within three to five days of the transaction. The
Company does not provide an allowance for doubtful accounts
because the Company has not experienced any credit losses in
collecting these amounts from card issuers.
Inventories
Merchandise inventories are valued at the lower of cost or
market. Cost is determined using the
first-in,
first-out retail inventory method. Consideration received from
vendors relating to inventory purchases is recorded as a
reduction of cost of merchandise sold, occupancy, and buying
expenses after an agreement with the vendor is executed and when
the related inventory is sold. The Company physically counts all
merchandise inventory on hand annually, during the month of
January, and adjusts the recorded balance to reflect the results
of the physical counts. The Company records estimated shrinkage
between physical inventory counts based on historical results.
Inventory shrinkage is included as a component of cost of
merchandise sold, occupancy, and buying expenses. Markdowns are
recorded or accrued to reflect expected adjustments to retail
prices in accordance with the retail inventory method. In
determining the lower of cost or market for inventories,
management considers current and recently recorded sales prices,
the length of time product is held in inventory, and quantities
of various product styles contained in inventory, among other
factors. The ultimate amount realized from the sale of
inventories could differ materially
F-6
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
from managements estimates. If market conditions are less
favorable than those projected by management, additional
inventory markdowns may be required.
Property
and Equipment
Property and equipment are stated at cost. Depreciation and
amortization is calculated using the straight-line method over
the estimated useful lives ranging from three to ten years.
Leasehold improvements are amortized over the lesser of the
related lease term or the useful life of the assets. Costs of
repairs and maintenance are charged to expense as incurred.
Impairment
of Long-Lived Assets
Long-lived assets to be held and used are reviewed
for impairment when events or circumstances exist that indicate
the carrying amount of those assets may not be recoverable. The
Company regularly analyzes the operating results of its stores
and assesses the viability of under-performing stores to
determine whether they should be closed or whether their
associated assets, including furniture, fixtures, equipment, and
leasehold improvements, should be impaired. Asset impairment
tests are performed at least annually, on a
store-by-store
basis. After allowing for an appropriate
start-up
period, unusual nonrecurring events, and favorable trends,
long-lived assets of stores indicated to be impaired are written
down to fair value. During the years ended February 2,
2008, January 31, 2009 and January 30, 2010, the
Company recorded $3,131,169, $2,609,588, and $2,762,273,
respectively, in noncash charges to earnings related to the
impairment of furniture, fixtures, and equipment, leasehold
improvements, and other long-lived assets.
Revenue
Recognition
Retail sales are recognized at the point of sale to the
customer, are recorded net of estimated returns, and exclude
sales tax. Sales through the Companys Web site or call
center are recognized as revenue at the time the product is
shipped and title passes to the customer on an FOB shipping
point basis.
Cost
of Merchandise Sold
Cost of merchandise sold includes the cost of merchandise,
buying costs, and occupancy costs.
Operating
Leases
The Company leases its store premises, warehouse, and
headquarters facility under operating leases. The Company
recognizes rent expense for each lease on the straight line
basis, aggregating all future minimum rent payments including
any predetermined fixed escalations of the minimum rentals,
exclusive of any executory costs, and allocating such amounts
ratably over the period from the date the Company takes
possession of the leased premises until the end of the
noncancelable term of the lease. Likewise, negotiated landlord
construction allowances are recognized ratably as a reduction of
rent expense over the same period that rent expense is
recognized. Accrued noncurrent rent liabilities consist of the
aggregate difference between rent expense recorded on the
straight line basis and amounts paid or received under the
leases.
Store leases generally require contingent rentals based on
retail sales volume in excess of pre-defined amounts in addition
to the minimum monthly rental charge. The Company records
expense for contingent rentals during the period in which the
retail sales volume exceeds the respective targets or when
management determines that it is probable that such targets will
be exceeded.
Stock-Based
Compensation
The Company recognizes expense for stock-based compensation
based on the grant date fair value ratably over the service
period related to each grant. The Company determines the fair
value of stock-based compensation using
F-7
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
the Black-Scholes option pricing model, which requires the
Company to make assumptions regarding future dividends, expected
volatility of its stock, and the expected lives of the options.
The Company also makes assumptions regarding the number of
options and the number of shares of restricted stock and
performance shares that will ultimately vest. The assumptions
and calculations are complex and require a high degree of
judgment. Assumptions regarding the vesting of grants are
accounting estimates that must be updated as necessary with any
resulting change recognized as an increase or decrease in
compensation expense at the time the estimate is changed. Excess
tax benefits related to stock option exercises are reflected as
financing cash inflows and operating cash outflows.
Advertising
and Marketing Expense
The Company expenses costs of advertising and marketing,
including the cost of newspaper, magazine, and web-based
advertising, promotional materials, in-store displays, and
point-of-sale
marketing as advertising expense, when incurred. The Company
expenses the costs of producing catalogs at the point when the
catalogs are initially mailed. Consideration received from
vendors in connection with the promotion of their products is
netted against advertising expense. Marketing and advertising
expense, net of promotional consideration received, totaled
$3,155,156, $1,116,872, and $664,475 for the years ended
February 2, 2008, January 31, 2009, and
January 30, 2010, respectively. The Company received
$275,256, $152,022 and $0 in promotional consideration from
vendors which was accounted for as a reduction of advertising
expense for the years ended February 2, 2008,
January 31, 2009 and January 30, 2010, respectively.
Earnings
per Share
Basic earnings per common share is computed using the weighted
average number of common shares outstanding during the period.
Diluted earnings per common share is computed using the weighted
average number of common shares and potential dilutive
securities that were outstanding during the period. Potential
dilutive securities consist of outstanding stock options,
warrants, and convertible debentures.
During the first quarter of 2009, the Company adopted updated
provisions of ASC 260 Earnings per Share relating to
determining whether instruments granted in share-based payment
transactions are participating securities which addresses
whether instruments granted in share-based payment awards that
entitle their holders to receive non-forfeitable dividends or
dividend equivalents before vesting should be considered
participating securities and need to be included in the earnings
allocation in computing EPS under the two-class
method. The two-class method of computing EPS is an
earnings allocation formula that determines EPS for each class
of common stock and participating security according to
dividends declared (or accumulated) and participation rights in
undistributed earnings. This guidance requires all prior period
EPS data to be adjusted retrospectively. Because the
Companys restricted share awards do not contractually
participate in its losses, the Company has not used the
two-class method to calculate basis and diluted EPS.
Income
Taxes
The Company calculates income taxes using the asset and
liability method. Under this method, deferred tax assets and
liabilities are recognized based on the difference between their
carrying amounts for financial reporting purposes and income tax
reporting purposes. Deferred tax assets and liabilities are
measured using the tax rates in effect in the years when those
temporary differences are expected to reverse. Inherent in the
measurement of deferred taxes are certain judgments and
interpretations of existing tax law and other published guidance
as applied to the Companys operations.
The Company recognizes in its financial statements the impact of
a tax position, if that position is more likely than not of
being sustained on audit, based on the technical merits of the
position. The Companys federal income tax returns
subsequent to the fiscal year ended January 1, 2005 remain
open. As of January 30, 2010 and January 31, 2009, the
Company did not record any unrecognized tax benefits. The
Companys policy, if it had unrecognized
F-8
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
benefits, is to recognize accrued interest and penalties related
to unrecognized tax benefits as interest expense and other
expense, respectively.
Deferred
Income
The Company has a frequent buying program where customers can
purchase a frequent buying card generally entitling them to a
10% discount on all purchases for a
12-month
period. The Company recognizes the revenue from the sale of the
card ratably over the
12-month
life of the card and records the related discounts at the point
of sale when the card is used.
The Company recognized income of $2,818,210, $2,765,204, and
$2,901,078 for the years ended February 2, 2008,
January 31, 2009, and January 30, 2010, respectively,
related to the amortization of deferred income for the frequent
buying card program, as a component of net sales. Total
discounts given to customers under the frequent buying program
were $4,858,694, $4,073,687, and $4,250,360 for the years ended
February 2, 2008, January 31, 2009, and
January 30, 2010, respectively.
Business
Segment
The Company has one business segment that offers the same
principal product and service in various locations throughout
the United States.
Shipping
and Handling Costs
The Company incurs shipping and handling costs to ship
merchandise to its customers, primarily related to sales orders
received through the Companys Web site and call center.
Shipping and handling costs are recorded as a component of cost
of merchandise sold, occupancy, and buying expenses. Amounts
paid to the Company by customers are recorded in net sales.
Amounts paid to the Company for shipping and handling costs were
$916,850, $814,097, and $590,506 for the years ended
February 2, 2008, January 31, 2009, and
January 30, 2010, respectively.
Recent
Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB)
issued Accounting Standard Codification (ASC) 105 Generally
Accepted Accounting Principles, or the Codification. The
Codification is the sole source of authoritative
U.S. accounting and reporting standards recognized by the
FASB. Rules and interpretive releases of the SEC are also
sources of authoritative GAAP. The Company adopted ASC 105
during the quarter ended October 31, 2009. Upon adoption of
ASC 105, references within financial statement disclosures
were modified to reference the Codification.
In May 2009, the FASB issued an update to the Subsequent Events
topic (ASC 855), which establishes general standards of
accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued.
ASC 855 was effective beginning in the second quarter of
2009 for the Company and did not have a material impact on its
financial position, results of operations, or cash flows.
Effective starting with the second quarter of fiscal 2009, we
adopted the provisions of ASC 825 Financial Instruments
related to interim disclosures about fair value of financial
instruments. This guidance requires disclosures regarding fair
value of financial instruments in interim financial statements,
as well as in annual financial statements. The adoption had no
impact on our financial statements other than additional
disclosures.
Fair
Value Measurements
Effective February 3, 2008, the Company adopted new
authoritative guidance for fair value measurements. This new
guidance defines fair value, establishes a framework for
measuring fair value in accordance with GAAP, and expands
disclosures about fair value measurements, but does not require
any new fair value measurements.
F-9
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
Adoption of this guidance had no impact to the Financial
Statements as it relates to financial assets and financial
liabilities.
Reclassifications
Certain reclassifications of prior year presentations have been
made to conform to the current year presentation.
The Companys cash requirements are primarily for working
capital, principal and interest payments on debt obligations,
and capital expenditures. Historically, these cash needs have
been met by cash flows from operations, borrowings under the
Companys revolving credit facility and sales of
securities. The balance on the revolving credit facility
fluctuates throughout the year as a result of seasonal working
capital requirements and other uses of cash.
The Companys losses in fiscal years after 2005 have had a
significant negative impact on the Companys financial
position and liquidity. As of January 30, 2010, the Company
had negative working capital of $14.3 million, unused
borrowing capacity under its revolving credit facility of
$1.9 million, and shareholders equity had declined to
$2.1 million.
The Companys business plan for fiscal year 2010 is based
on mid-single digit increases in comparable store sales for the
remainder of the year, although comparable store sales through
April 24, 2010 are down 1.4%. Based on the business plan,
the Company expects to maintain adequate liquidity for the
remainder of fiscal year 2010. The business plan reflects
continued focus on inventory management and on timely
promotional activity. The Company believes that this focus on
inventory should improve overall gross margin performance
compared to fiscal year 2009. The plan also includes continued
control over selling, general and administrative expenses. The
Company continues to work with its landlords and vendors to
arrange payment terms that are reflective of its seasonal cash
flow patterns in order to manage availability. The business plan
for fiscal year 2010 reflects continued improvement in cash
flow, but does not indicate a return to profitability. However,
there is no assurance that the Company will achieve the sales,
margin or cash flow contemplated in its business plan.
In fiscal year 2008, the Company obtained net proceeds of
$6.7 million from the entry into a $7.5 million
three-year subordinated secured term loan due February 1,
2011. As of April 24, 2010, the balance on this term loan
was $2.2 million, with monthly principal and interest
payments due through February 1, 2011. Originally, the term
loan agreement contained financial covenants requiring the
Company to maintain specified levels of tangible net worth and
adjusted EBITDA (as defined in the agreement) measured each
fiscal quarter. The Company has amended the loan agreement four
times (May 2008, April 2009, September 2009 and March
2010) to modify these covenants in order to remain in
compliance. The March 2010 amendment completely eliminated these
covenants for the remainder of the term loan. As consideration
for the initial loan and the May 2008 amendment thereto, the
Company issued 400,000 shares of common stock and paid an
advisory fee of $300,000 and costs and expenses. As
consideration for the April 2009 and September 2009 amendments,
the Company paid fees totaling $265,000 and issued an additional
250,000 shares of common stock. The Company did not pay any
fees in connection with the March 2010 amendment.
In order to obtain the senior lenders consent to the April
2009 and September 2009 amendments to the subordinated secured
term loan, the Company amended its credit facility in those
months. Among other things, the amendments extended the maturity
from August 31, 2010 to January 31, 2011, reduced the
credit ceiling from $40 million to $30 million,
generally increased the interest rate from the banks prime
rate to the prime rate plus 3.5%, eliminated a grace period for
failing to maintain a minimum availability and implemented other
amendments to the agreement, including increasing certain fees.
As additional consideration for the amendments and the extension
of the maturity date of the facility, the Company paid a total
of $155,000 in fees. The Company continues
F-10
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
to closely monitor its availability and continues to be
constrained by its limited unused borrowing capacity. As of
April 24, 2010, the balance on the revolving line of credit
was $14.3 million and unused borrowing capacity was
$2.0 million.
The Companys business plan is premised on its ability to
renew or replace its existing credit facility which is scheduled
to expire on January 31, 2011 at terms comparable to the
existing terms. Although the Company believes that it will be
successful in this effort, there is no assurance that the
Company will be able to do so. If the Company is unable to
extend its credit facility, it would become necessary for the
Company to obtain additional sources of liquidity to continue to
operate.
The Company continues to face considerable liquidity
constraints. Although the Company believes the business plan is
achievable, should the Company fail to achieve the sales or
gross margin levels anticipated, or if the Company were to incur
significant unplanned cash outlays, it would become necessary
for the Company to obtain additional sources of liquidity or
make further cost cuts to fund its operations. In recognition of
existing liquidity constraints, the Company continues to look
for additional sources of capital at acceptable terms. However,
there is no assurance that the Company would be able to obtain
such financing on favorable terms, if at all, or to successfully
further reduce costs in such a way that would continue to allow
the Company to operate its business.
The Companys independent registered public accounting
firms report issued in this Annual Report on
Form 10-K
included an explanatory paragraph describing the existence of
conditions that raise substantial doubt about the Companys
ability to continue as a going concern, including recent losses
and working capital deficiency. The financial statements do not
include any adjustments relating to the recoverability and
classification of assets carrying amounts or the amount of and
classification of liabilities that may result should the Company
be unable to continue as a going concern.
Amendment
to Subordinated Secured Term Loan
On March 23, 2010, subsequent to year end, the Company
amended the subordinated secured term loan to eliminate the
financial covenant for minimum adjusted EBITDA for the period
February 1, 2009 to January 30, 2010 in order to
maintain compliance with that covenant .The amendment also
eliminates the financial covenants relating to the
Companys tangible net worth (as defined in the Loan
Agreement) and minimum adjusted EBITDA for the remaining term of
the Loan.
Nasdaq
Listing
On December 14, 2009 the Company received a staff
deficiency letter from The Nasdaq Stock Market
(Nasdaq) informing the Company that, based on its
stockholders deficit as reported in the Companys
Quarterly Report on
Form 10-Q
filed on December 9, 2009, the Company did not meet the
$2,500,000 minimum stockholders equity required for
continued listing on the Capital Market by Marketplace
Rule 5550(b)(1). In response to this letter, the Company
submitted a plan of compliance to Nasdaq. On January 21,
2010 Nasdaq granted the Company an extension until
March 29, 2010 to demonstrate compliance with this
standard. On March 25, 2010 the Company issued a press
release and filed a Current Report on
Form 8-K
disclosing summary financial information for its 2009 fiscal
year, including the disclosure that shareholders equity was
$2,140,000 as of January 30, 2010.
On March 29, 2010, the Company received a staff deficiency
letter from Nasdaq stating that the Company did not meet the
minimum stockholders equity requirement within the
extension period. The letter further states that unless the
Company appeals this determination, the Companys common
stock will be suspended from trading at the open of business on
April 7, 2010 and a
Form 25-NSE
will be filed with the Securities and Exchange Commission (the
SEC) which will remove the Companys securities
from listing and registration on Nasdaq.
F-11
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
The Company submitted a request for and Nasdaq granted a hearing
scheduled for May 6, 2010 to consider the Companys
appeal for continued listing. The Company expects to base its
appeal upon its improved operating results over the past two
years and projected continued improvement in operating results
in 2010. However, the Company believes that it is likely that
its operating results will not allow it to regain compliance
with the Nasdaq minimum stockholders equity requirement
during fiscal year 2010. Therefore, the Company can give no
assurance that its appeal will be successful.
If the Companys appeal is unsuccessful and the Common
Stock is de-listed from Nasdaq, the Company expects to have the
Common Stock quoted on the OTC Bulletin Board or the
Pink Sheets. However, a market maker must apply to
register and quote the Common Stock for the OTC
Bulletin Board or Pink Sheets. The Company has
held preliminary discussions with potential market makers and
believes that such market makers will be willing to do so.
However, as this process is not within the direct control of the
Company, there is no assurance that the Companys
securities will be quoted on the OTC Bulletin Board or the
Pink Sheets.
Amendment
to Subordinated Convertible Debentures
In connection with the potential Nasdaq delisting, effective
April 20, 2010, the Company amended the terms of its
subordinated convertible debentures to add the OTC
Bulletin Board quotation system, the electronic quotation
system operated by Pink OTC Markets Inc., or any other
electronic quotation system to the definition of
Eligible Market in the debenture documents. The
amendment also modifies the definition of an event of default
such that an event of default would no longer occur if the
Companys stock is not listed or quoted, or is suspended
from trading, on an Eligible Market for a period of five trading
days.
|
|
4.
|
Subordinated
Secured Term Loan
|
Effective February 4, 2008, the Company consummated a
$7.5 million three-year subordinated secured term loan (the
Loan) and issued 350,000 shares of the Companys
common stock as additional consideration. The Loan matures on
February 1, 2011, and requires 36 monthly payments of
principal and interest at an interest rate of 15% per annum. Net
proceeds to the Company after transaction costs were
approximately $6.7 million. The Company used the net
proceeds to repay amounts owed under its senior revolving credit
facility and for working capital purposes. The Loan is secured
by substantially all of the Companys assets and is
subordinate to the Companys revolving credit facility but
has priority over the Companys subordinated convertible
debentures.
Under the loan agreement, the Company is permitted to prepay the
Loan, subject to prepayment penalties which range between 2% and
1% of the aggregate principal balance of the Loan. The Company
is also required to make prepayments, subject to a senior
subordination agreement (Senior Subordination Agreement) related
to the Companys senior revolving credit facility, on the
Loan in certain circumstances, including generally if the
Company sells property and assets outside the ordinary course of
business, and upon receipt of certain extraordinary cash
proceeds and upon sales of securities.
Prior to the amendment described in Note 3, the Loan
agreement contained financial covenants which required the
Company to maintain specified levels of tangible net worth and
adjusted EBITDA, both as defined in the loan agreement, each
fiscal quarter and annual limits on capital expenditures, as
defined in the loan agreement, of no more than $1.0 million
each for fiscal years 2009 and 2010. Upon the occurrence of an
event of default as defined in the loan agreement, the Lender
will be entitled to acceleration of the debt plus all accrued
and unpaid interest, subject to the Senior Subordination
Agreement, with the interest rate increasing to 17.5% per annum.
The Company allocated the net proceeds received in connection
with this loan and the related issuance of common stock based on
the relative fair values of the debt and equity components of
the transaction. The fair value of the 350,000 shares of
common stock issued was estimated based on the actual market
value of the Companys common stock at the time of the
transaction net of a discount to reflect that unregistered
shares were issued and could not be sold on the open market
until the related registration statement, discussed below,
covering these shares
F-12
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
was declared effective by the SEC, which occurred on
May 21, 2008. The fair value of the $7.5 million of
debt was estimated based on publicly available data regarding
the valuation of debt of companies with comparable credit
ratings. The relative fair values of the debt and equity
components were then pro rated into the net proceeds received by
the Company to determine the amounts to be allocated to debt and
to equity. Other expenses incurred by the Company relative to
this transaction were allocated either to debt issuance costs or
as a reduction of additional paid-in capital based on either
specific identification of the particular expenses or on a pro
rata basis. Based on this analysis, the Company allocated
$6,150,000 to the initial value of the subordinated secured term
loan and allocated $715,000 to the value of the
350,000 shares of common stock. The Company accretes the
initial value of the debt to the nominal value of the debt over
the term of the loan using the effective interest method and
recognizes such accretion as a component of interest expense.
Likewise, the Company is amortizing the related debt issuance
costs using the effective interest method and recognizes this
amortization as a component of interest expense.
On May 9, 2008, the Company entered into an amendment to
the subordinated secured term loan which modified the first
quarter 2008 minimum adjusted EBITDA financial covenant,
deferred principal payments until September 1, 2008 and
re-amortized
the remaining principal payments. As consideration for the
amendment, the Company issued 50,000 additional shares of common
stock. The fair value of the 50,000 shares of common stock
issued was estimated based on the actual market value of the
Companys common stock at the time of the transaction net
of a discount to reflect that unregistered shares were issued
and could not be sold on the open market unless and until the
related registration statement, discussed above, covering these
shares was declared effective by the SEC. Based on this
analysis, the Company allocated $85,000 to the value of the
50,000 shares of common stock.
On April 9, 2009, the Company amended the subordinated
secured term loan to reduce the financial covenant for minimum
adjusted EBITDA for the fourth quarter of fiscal year 2008 in
order to maintain compliance at January 31, 2009. As
consideration for the amendment, the Company paid a fee of
$250,000 and issued an additional 250,000 shares of common
stock.
On September 8, 2009, the Company further amended the
subordinated secured term loan to reduce the financial covenant
for minimum adjusted EBITDA for the second quarter of fiscal
year 2009 in order to maintain compliance at August 1,
2009. As consideration for the amendment, the Company paid a fee
of $15,000.
Scheduled principal payments, net of debt discount applied on
the effective interest method are $2,555,945 for fiscal year
2010 and a final principal payment of $229,167 due on
February 1, 2011.
|
|
5.
|
Property
and Equipment
|
Property and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
Lives
|
|
|
2009
|
|
|
2010
|
|
|
Furniture, fixtures, and equipment
|
|
|
3 to 8 years
|
|
|
$
|
29,354,367
|
|
|
$
|
29,285,427
|
|
Leasehold improvements
|
|
|
up to 10 years
|
|
|
|
41,770,376
|
|
|
|
41,710,865
|
|
Computer equipment and software
|
|
|
3 years
|
|
|
|
5,290,391
|
|
|
|
4,354,093
|
|
Construction in progress
|
|
|
|
|
|
|
556,819
|
|
|
|
398,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,971,953
|
|
|
|
75,748,718
|
|
Less accumulated depreciation and amortization
|
|
|
|
|
|
|
42,942,287
|
|
|
|
50,991,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,029,666
|
|
|
$
|
24,757,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property and equipment was,
$8,583,524, $7,781,462, and $6,535,587 for the years ended
February 2, 2008, January 31, 2009, and
January 30, 2010, respectively.
F-13
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
Accrued expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2009
|
|
|
2010
|
|
|
Employee compensation and benefits
|
|
$
|
1,861,819
|
|
|
$
|
1,974,366
|
|
Accrued rent
|
|
|
265,975
|
|
|
|
303,723
|
|
Other
|
|
|
6,047,770
|
|
|
|
5,042,506
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,175,564
|
|
|
$
|
7,320,595
|
|
|
|
|
|
|
|
|
|
|
The Company leases property and equipment under noncancelable
operating leases expiring at various dates through 2020. Certain
leases have scheduled future rent increases, escalation clauses,
or renewal options. Rent expense, including occupancy costs, was
$41,472,788, $40,403,205, and $40,519,956 for the years ended
February 2, 2008, January 31, 2009, and
January 30, 2010, respectively. Certain leases provide for
contingent rent based on sales. Contingent rent, a component of
rent expense, was $76,767, $122,824, and $204,361 for the years
ended February 2, 2008, January 31, 2009, and
January 30, 2010, respectively.
Future minimum lease payments, excluding executory costs, at
January 30, 2010 are as follows:
|
|
|
|
|
Fiscal year:
|
|
|
|
|
2010
|
|
$
|
24,790,027
|
|
2011
|
|
|
23,360,450
|
|
2012
|
|
|
21,697,709
|
|
2013
|
|
|
19,040,524
|
|
2014
|
|
|
16,992,097
|
|
Thereafter
|
|
|
28,430,912
|
|
|
|
|
|
|
|
|
$
|
134,311,719
|
|
|
|
|
|
|
|
|
8.
|
Sale of
Leasehold Interest
|
In fiscal year 2007 the Company entered into an agreement to
terminate a long-term below market operating lease in exchange
for a $5,050,000 cash payment received December 11, 2007,
and the right to continue occupying the space through
January 8, 2009. The Company used the net proceeds of
approximately $5.0 million to reduce the balance on its
revolving credit agreement. The Company does not believe that it
has any other operating leases that could be terminated on
substantially similar terms. The Company recognized a net gain
of $4.7 million in fiscal year 2007 which is disclosed as a
component of (gain) loss on disposal of property and equipment
in the accompanying Statement of Operations.
|
|
9.
|
Subordinated
Convertible Debentures
|
The Company completed a private placement of $4,000,000 in
aggregate principal amount of subordinated convertible
debentures on June 26, 2007. The Company received net
proceeds of approximately $3.6 million. The debentures bear
interest at a rate of 9.5% per annum, payable semi-annually. The
principal balance of $4,000,000 is payable in full on
June 30, 2012. As a result of the uncertainties described
in Note 2, the subordinated convertible debentures have
been classified as current liabilities. The initial conversion
price was $9.00 per share. The conversion price is subject to
anti-dilution and other adjustments, including a weighted
average conversion price adjustment for certain future issuances
or deemed issuances of common stock at a lower price, subject to
limitations
F-14
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
as required under rules of the Nasdaq Stock Market. The Company
can redeem the unpaid principal balance of the debentures if the
closing price of the Companys common stock is at least
$16.00 per share, subject to the adjustments and conditions in
the debentures.
The debentures contain a weighted average conversion price
adjustment that is triggered by issuances or deemed issuances of
the Companys common stock. As a result of the issuance of
the Shares described in Note 4, effective February 4,
2008, the weighted average conversion price of the debentures
decreased from $9.00 to $8.64 and on May 9, 2008, the
weighted average conversion price of the debentures decreased
from $8.64 to $8.59 and on April 9, 2009 the weighted
average conversion price of the debentures decreased from $8.59
to $8.31.
On February 1, 2009, the Company adopted updated FASB
guidance in ASC 815 Derivatives and Hedging related
to determining whether an instrument (or embedded feature) is
indexed to an entitys own stock and established a two-step
process for making such determination. There was no significant
financial impact to the Company as a result of adopting this
guidance. Beginning February 1, 2009, the Company accounts
separately for the fair value of the conversion feature of the
convertible debentures. As of February 1, 2009 and
January 30, 2010, the Company determined that the fair
value of the conversion feature was de minimis. Significant
future increases in the value of the Companys common stock
would result in an increase in the fair value of the conversion
feature which would result in expense recognition in future
periods.
|
|
10.
|
Revolving
Credit Agreement
|
The Company has a revolving credit agreement with a commercial
bank (Bank). This agreement, as amended in April and September
2009, calls for a maximum line of credit of $30,000,000 subject
to the calculated borrowing base as defined in the agreement,
which is based primarily on the Companys inventory level.
The agreement matures on January 31, 2011, and is secured
by substantially all assets of the Company. The credit facility
is senior to our subordinated secured term loan and our
subordinated convertible debentures. Interest is payable monthly
at the banks base rate plus 3.5%. The weighted average
interest rate approximated 7.8%, 5.1%, and 4.8% for the years
ended February 2, 2008, January 31, 2009, and
January 30, 2010, respectively. An unused line fee of 0.75%
per annum is payable monthly based on the difference between the
maximum line of credit and the average loan balance. At
January 30, 2010, the Company has approximately
$1.9 million of unused borrowing capacity under the
revolving credit agreement based upon the Companys
borrowing base calculation. The agreement has certain
restrictive financial and other covenants, including a
requirement that the Company maintain a minimum availability.
The revolving credit agreement also provides that the Company
can elect to fix the interest rate on a designated portion of
the outstanding balance as set forth in the agreement based on
the LIBOR (London Interbank Offered Rate) plus 4.0%.
As of April 24, 2010, the Company had an outstanding
balance of $14.3 million and approximately
$2.0 million of unused borrowing capacity, based on the
borrowing base calculation. As of January 30, 2010, the
Company was in compliance with all its financial and other
covenants and expects to remain in compliance throughout fiscal
year 2010 based on the expected execution of its business plan
as discussed in Note 2.
The agreement allows up to $10,000,000 of letters of credit to
be outstanding, subject to the overall line limits. At
January 31, 2009 and January 30, 2010, the Company had
no outstanding letters of credit.
|
|
11.
|
Employee
Benefit Plan
|
The Company has a 401(k) savings plan which allows full-time
employees age 21 or over with at least one year of service
to make tax-deferred contributions of 1% of compensation up to a
maximum amount allowed under Internal Revenue Service
guidelines. The plan provides for Company matching of employee
contributions on a discretionary basis. The Company made no
matching contributions for the years ended February 2,
2008, January 31, 2009, or January 30, 2010.
F-15
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
|
|
12.
|
Commitments
and Contingencies
|
On January 25, 2010, the Company entered into a licensing
agreement with the owner of the Halston trademark. Under the
terms of this agreement, the Company has the exclusive right to
manufacture and market footwear and handbags primarily under the
trade name H by Halston for an initial, renewable
term of five years. The Company will pay royalties to the owner
of the trademark based on the greater of a percentage of sales
or a minimum annual royalty of $1,500,000, payable quarterly.
The initial quarterly minimum royalty payment was made at the
commencement of the agreement, subsequent royalty payments will
be made quarterly in arrears. At January 30, 2010, the
remaining balance of minimum royalty payments was $7,125,000.
The Company has certain contingent liabilities resulting from
litigation and claims incident to the ordinary course of
business. Management believes the probable resolution of such
contingencies will not materially affect the financial position
or results of operations of the Company. The Company, in the
ordinary course of store construction and remodeling, is subject
to mechanics liens on the unpaid balances of the
individual construction contracts. The Company obtains lien
waivers from all contractors and subcontractors prior to or
concurrent with making final payments on such projects.
In accordance with ASC 740, Income Taxes, the
Company regularly assesses available positive and negative
evidence to determine whether it is more likely than not that
its deferred tax asset balances will be recovered from
(a) reversals of deferred tax liabilities,
(b) potential utilization of net operating loss carrybacks,
(c) tax planning strategies and (d) future taxable
income. There are significant restrictions on the consideration
of future taxable income in determining the realizability of
deferred tax assets in situations where a company has
experienced a cumulative loss in recent years. When sufficient
negative evidence exists that indicates that full realization of
deferred tax assets is no longer more likely than not, a
valuation allowance is established as necessary against the
deferred tax assets, increasing the Companys income tax
expense in the period that such conclusion is reached.
Subsequently, the valuation allowance is adjusted up or down as
necessary to maintain coverage against the deferred tax assets.
If, in the future, sufficient positive evidence, such as a
sustained return to profitability, arises that would indicate
that realization of deferred tax assets is once again more
likely than not, any existing valuation allowance would be
reversed as appropriate, decreasing the Companys income
tax expense in the period that such conclusion is reached.
Based on the Companys analyses during fiscal 2007 and
2008, management concluded that the realizability of net
deferred tax assets was no longer more likely than not and
therefore established a valuation allowance against its net
deferred tax assets. As of January 30, 2010, the Company
has increased the valuation allowance to $16,363,420. The
Company has scheduled the reversals of its deferred tax assets
and deferred tax liabilities and has concluded that based on the
anticipated reversals a valuation allowance is necessary only
for the excess of deferred tax assets over deferred tax
liabilities.
During fiscal year 2008, the Company received federal and state
income tax refunds of $1.8 million from the carryback of
net operating losses. The Company recognized $0.1 million
of income tax expense during fiscal year 2008 related to
differences between the alternative minimum tax and the
realization of state loss carrybacks recognized in the income
tax provision and the federal and state income tax returns filed
for fiscal year 2007 . As of January 30, 2010, the Company
has approximately $22.8 million of net operating loss
carryforwards that expire in 2022 available to offset future
taxable income.
F-16
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
Significant components of the provision for income taxes are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(3,380,295
|
)
|
|
$
|
(3,007,729
|
)
|
|
$
|
(1,250,116
|
)
|
State and local
|
|
|
(220,329
|
)
|
|
|
(840,435
|
)
|
|
|
(311,435
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
|
|
|
(3,600,624
|
)
|
|
|
(3,848,164
|
)
|
|
|
(1,561,551
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(1,982,129
|
)
|
|
|
(1,491,342
|
)
|
|
|
(1,612,653
|
)
|
State and local
|
|
|
(912,269
|
)
|
|
|
(285,264
|
)
|
|
|
(293,210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred
|
|
|
(2,894,398
|
)
|
|
|
(1,776,606
|
)
|
|
|
(1,905,863
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
7,186,389
|
|
|
|
5,709,617
|
|
|
|
3,467,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes
|
|
$
|
691,367
|
|
|
$
|
84,847
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The differences between the provision for income taxes at the
statutory U.S. federal income tax rate of 35% and those
reported in the statements of operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Federal income tax at statutory rate
|
|
$
|
(5,938,064
|
)
|
|
$
|
(5,218,763
|
)
|
|
$
|
(3,178,734
|
)
|
Impact of federal alternative minimum tax
|
|
|
|
|
|
|
214,907
|
|
|
|
|
|
Impact of state NOL carryback refunds
|
|
|
|
|
|
|
(137,651
|
)
|
|
|
|
|
Impact of graduated Federal rates
|
|
|
169,659
|
|
|
|
149,107
|
|
|
|
90,821
|
|
State and local income taxes, net of Federal income taxes
|
|
|
(753,399
|
)
|
|
|
(651,802
|
)
|
|
|
(401,655
|
)
|
Change in valuation allowance
|
|
|
7,186,389
|
|
|
|
5,709,617
|
|
|
|
3,467,414
|
|
Permanent differences
|
|
|
26,782
|
|
|
|
19,432
|
|
|
|
22,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes
|
|
$
|
691,367
|
|
|
$
|
84,847
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes arise from temporary differences in the
recognition of income and expense for income tax purposes and
were computed using the liability method reflecting the net tax
effects of temporary differences between the carrying amounts of
assets and liabilities for financial statement purposes and the
amounts used for income tax purposes. During the year ended
February 3, 2007, the Company increased the estimated
federal tax rate at which temporary differences are assumed to
reverse from 34% to 35%. This did not have a material impact on
the provision for income taxes.
F-17
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
Components of the Companys deferred tax assets and
liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2009
|
|
|
2010
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforward
|
|
$
|
7,332,648
|
|
|
$
|
8,894,200
|
|
Vacation accrual
|
|
|
384,696
|
|
|
|
396,524
|
|
Inventory
|
|
|
1,187,969
|
|
|
|
989,396
|
|
Stock-based compensation
|
|
|
888,235
|
|
|
|
1,116,518
|
|
Accrued rent
|
|
|
3,812,183
|
|
|
|
3,581,665
|
|
Property and equipment
|
|
|
|
|
|
|
1,496,584
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
13,605,731
|
|
|
|
16,474,887
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
550,008
|
|
|
|
|
|
Prepaid expenses
|
|
|
159,717
|
|
|
|
111,467
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
709,725
|
|
|
|
111,467
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(12,896,006
|
)
|
|
|
(16,363,420
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
Stock-Based
Compensation
|
The Company has established the Bakers Footwear Group, Inc. 2003
Stock Option Plan (the 2003 Plan) and the Bakers Footwear Group,
Inc. 2005 Incentive Compensation Plan (the 2005 Plan).
2003
Stock Option Plan
Under the 2003 Plan, as amended in connection with a
June 1, 2006 shareholder vote, qualified or
nonqualified stock options to purchase up to
1,368,992 shares of the Companys common stock are
authorized for grant to employees or non-employee directors at
an option price determined by the Compensation Committee of the
Board of Directors, which administers the 2003 Plan. The 2003
Plan also covers options that were issued under the predecessor
stock option plan. All of the option holders under the
predecessor plan agreed to amend their option award agreements
to have their options governed by the 2003 Plan on generally the
same terms and conditions. Generally, options have terms not
exceeding 10 years from the date of grant and vest ratably
over three to five years on each annual anniversary of the
option grant date. The Company has issued new shares of stock
upon exercise of stock options through fiscal year 2009 and
anticipates that it will continue to issue new shares of stock
upon exercise of stock options in future periods.
During fiscal year 2009, the executive officers, members of the
Companys Board of Directors, and certain other corporate
officers surrendered, for no current or future consideration,
291,400 stock options with exercise prices ranging from $7.75 to
$20.06. In accordance with ASC 718, the Company recognized
$181,193 of non-cash stock-based compensation expense as a
result of these surrenders.
The Company uses the Black-Scholes option pricing model to
determine the fair value of stock-based compensation. The number
of options granted, their grant-date weighted-average fair
value, and the significant
F-18
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
assumptions used to determine fair-value during the years ended
February 2, 2008, January 31, 2009 and
January 30, 2010, are as follows:
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|
February 2,
|
|
January 31,
|
|
January 30,
|
|
|
2008
|
|
2009
|
|
2010
|
|
Options granted
|
|
272,613
|
|
310,500
|
|
72,000
|
Weighted-average fair value of options granted
|
|
$3.59
|
|
$0.86
|
|
$0.18
|
Assumptions:
|
|
|
|
|
|
|
Dividends
|
|
0%
|
|
0%
|
|
0%
|
Risk-free interest rate
|
|
4.25% - 4.5%
|
|
2.83% - 3.69%
|
|
2.2%
|
Expected volatility
|
|
43% - 46%
|
|
46%
|
|
54%
|
Expected option life
|
|
5-6 years
|
|
6 years
|
|
6 years
|
Stock option activity through January 30, 2010 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
Non Vested
|
|
|
Total
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Balance at February 3, 2007
|
|
|
183,800
|
|
|
$
|
4.22
|
|
|
|
415,528
|
|
|
$
|
11.55
|
|
|
|
599,328
|
|
|
$
|
9.30
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
272,613
|
|
|
|
7.38
|
|
|
|
272,613
|
|
|
|
7.38
|
|
Vested
|
|
|
116,876
|
|
|
|
11.00
|
|
|
|
(116,876
|
)
|
|
|
11.00
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(93,821
|
)
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
(93,821
|
)
|
|
|
0.01
|
|
Forfeited
|
|
|
(31,077
|
)
|
|
|
10.27
|
|
|
|
(58,817
|
)
|
|
|
11.62
|
|
|
|
(89,894
|
)
|
|
|
11.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at February 2, 2008
|
|
|
175,778
|
|
|
|
9.90
|
|
|
|
512,448
|
|
|
|
9.45
|
|
|
|
688,226
|
|
|
|
9.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
310,500
|
|
|
|
1.79
|
|
|
|
310,500
|
|
|
|
1.79
|
|
Vested
|
|
|
156,498
|
|
|
|
9.67
|
|
|
|
(156,498
|
)
|
|
|
9.67
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(12,154
|
)
|
|
|
10.62
|
|
|
|
(24,999
|
)
|
|
|
6.98
|
|
|
|
(37,153
|
)
|
|
|
8.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2009
|
|
|
320,122
|
|
|
|
9.76
|
|
|
|
641,451
|
|
|
|
5.78
|
|
|
|
961,573
|
|
|
|
7.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
72,000
|
|
|
|
0.33
|
|
|
|
72,000
|
|
|
|
0.33
|
|
Vested
|
|
|
211,063
|
|
|
|
7.41
|
|
|
|
(211,063
|
)
|
|
|
7.41
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or surrendered
|
|
|
(258,156
|
)
|
|
|
10.49
|
|
|
|
(70,662
|
)
|
|
|
10.52
|
|
|
|
(328,818
|
)
|
|
|
10.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 30, 2010
|
|
|
273,029
|
|
|
$
|
7.26
|
|
|
|
431,726
|
|
|
$
|
3.31
|
|
|
|
704,755
|
|
|
$
|
4.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock based compensation expense was $529,571, $609,901
and $585,341 for the years ended February 2, 2008,
January 31, 2009 and January 30, 2010, respectively.
The total intrinsic value of the options exercised during the
year ended February 2, 2008, measured as the difference
between the fair value of the Companys stock on the date
of exercise and the exercise price of the options exercised, was
$271,143. No options were exercised during the years ended
January 31, 2009 and January 30, 2010. The Company
recognizes income tax deductions equal to the intrinsic value of
stock options exercised. For the year ended February 2,
2008, such deductions resulted in an income tax benefit of
$104,179, which, as a result of the Companys net operating
loss carryforward position, will not be recognized for financial
reporting purposes until realized on a future income tax return.
Cash payments received from option holders upon exercise of
options during the year ended February 2, 2008 were $938.
F-19
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
The following table summarizes information about vested stock
options as of January 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Weighted-Average
|
|
|
|
|
|
|
Number of
|
|
|
Contractual Life
|
|
|
Exercise
|
|
|
Aggregate
|
|
Range of Exercise Prices
|
|
Options
|
|
|
(Years)
|
|
|
Price
|
|
|
Intrinsic Value
|
|
|
$0.01
|
|
|
4,719
|
|
|
|
4.0
|
|
|
$
|
0.01
|
|
|
$
|
5,144
|
|
$1.43 $4.52
|
|
|
110,900
|
|
|
|
8.0
|
|
|
|
3.07
|
|
|
|
|
|
$7.75
|
|
|
73,820
|
|
|
|
4.0
|
|
|
|
7.75
|
|
|
|
|
|
$9.30 $13.80
|
|
|
66,967
|
|
|
|
5.9
|
|
|
|
10.98
|
|
|
|
|
|
$20.06
|
|
|
16,623
|
|
|
|
6.1
|
|
|
|
20.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ($0.01 $20.06)
|
|
|
273,029
|
|
|
|
6.2
|
|
|
|
7.26
|
|
|
$
|
5,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about vested stock
options and stock options expected to vest as of
January 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Weighted-Average
|
|
|
|
|
|
|
Number of
|
|
|
Contractual Life
|
|
|
Exercise
|
|
|
Aggregate
|
|
Range of Exercise Prices
|
|
Options
|
|
|
(Years)
|
|
|
Price
|
|
|
Intrinsic Value
|
|
|
$0.01 $0.77
|
|
|
69,719
|
|
|
|
8.8
|
|
|
$
|
0.31
|
|
|
$
|
54,944
|
|
$1.43 $4.52
|
|
|
399,600
|
|
|
|
8.0
|
|
|
|
2.64
|
|
|
|
|
|
$7.75
|
|
|
73,820
|
|
|
|
4.0
|
|
|
|
7.75
|
|
|
|
|
|
$9.30 $13.80
|
|
|
108,983
|
|
|
|
6.2
|
|
|
|
10.81
|
|
|
|
|
|
$20.06
|
|
|
28,233
|
|
|
|
6.1
|
|
|
|
20.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ($0.01 $20.06)
|
|
|
680,355
|
|
|
|
7.3
|
|
|
|
4.99
|
|
|
$
|
54,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 30 2010, the total unrecognized compensation cost
related to non vested stock-based compensation is $513,142, and
the weighted-average period over which this compensation is
expected to be recognized is 1.3 years.
2005
Incentive Compensation Plan
Under the 2005 Plan, up to 250,000 performance shares,
restricted shares and other stock-based awards are available to
be granted to employees or non-employee directors under terms
determined by the Compensation Committee of the Board of
Directors, which administers the 2005 Plan.
Performance
Shares
The Company issued performance shares with a grant-date fair
value of $20.06 and $10.39 during the years ended
February 3, 2007 and February 2, 2008, respectively,
to certain employees. The performance shares vest after
36 months in amounts dependent upon the achievement of
performance objectives for net sales and return on average
assets for the respective three year performance periods.
Depending upon the extent to which the performance objectives
are met, the Company would issue between zero and
68,274 shares for performance shares granted during the
year ended February 3, 2007 and would issue between zero
and 136,260 shares for performance shares granted during
the year ended February 2, 2008. No performance shares were
issued prior to the year ended February 3, 2007.
Compensation expense related to performance shares is recognized
ratably over the performance period based on the grant date fair
value of the performance shares expected to vest at the end of
the performance period. Because of the impact of the net losses
in fiscal years 2007, 2008, and 2009, on the Companys
ability to meet the required minimum return on average assets
performance objective for the performance period, as of
February 2, 2008, January 31, 2009, and
January 30, 2010, the Company estimated that no performance
shares would vest at the end of the performance periods. The
number of performance shares expected to vest is an accounting
estimate and any future changes to the estimate will be
reflected in stock based compensation expense in
F-20
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
the period the change in estimate is made. For the years ended
February 2, 2008, January 31, 2009, and
January 30, 2010 the Company recognized no stock-based
compensation expense related to performance shares. The
performance shares granted during the fiscal years ended
February 3, 2007 and February 2, 2008 were cancelled
on January 31, 2009 and January 30, 2010,
respectively, as the performance objectives were not met.
Restricted
Shares
During fiscal years 2007 and 2009, the Company granted 69,000
and 84,000 restricted shares of common stock with a grant date
fair value of $4.52 and $0.32 per share, respectively.
Compensation expense related to restricted shares is recognized
ratably over the 60 month vesting periods based on the
grant date fair value of the restricted shares expected to vest
at the end of the vesting period. As of January 31, 2009
and January 30, 2010, the Company estimated that 62,000 and
137,000 restricted shares, respectively, would vest at the end
of the vesting periods. The number of restricted shares expected
to vest is an accounting estimate and any future changes to the
estimate will be reflected in stock based compensation expense
in the period the change in estimate is made. As of
January 31, 2009 and January 30, 2010, the aggregate
intrinsic value of restricted shares expected to vest was
$24,800 and, $150,700, respectively.
The following table sets forth the computation of basic and
diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
February 2,
|
|
|
January 31,
|
|
|
January 30,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(17,657,265
|
)
|
|
$
|
(14,995,601
|
)
|
|
$
|
(9,082,096
|
)
|
Numerator for basic earnings (loss) per share
|
|
|
(17,657,265
|
)
|
|
|
(14,995,601
|
)
|
|
|
(9,082,096
|
)
|
Interest expense related to convertible debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for diluted earnings (loss) per share
|
|
$
|
(17,657,265
|
)
|
|
$
|
(14,995,601
|
)
|
|
$
|
(9,082,096
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings (loss) per share
weighted average shares
|
|
|
6,540,905
|
|
|
|
7,040,609
|
|
|
|
7,328,087
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock purchase warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings (loss) per share
adjusted weighted average shares and assumed conversions
|
|
|
6,540,905
|
|
|
|
7,040,609
|
|
|
|
7,328,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The diluted earnings per share calculation for the year ended
January 30, 2010 excludes incremental shares of 18,979
related to outstanding stock options and incremental shares of
478,417 related to shares underlying convertible debentures
because they are antidilutive. The diluted earnings per share
calculation for the year ended January 31, 2009 excludes
incremental shares of 4,689 related to outstanding stock options
and incremental shares of 464,938 related to shares underlying
convertible debentures because they are antidilutive. The
384,000 outstanding stock purchase warrants were excluded from
the diluted earnings per share calculation for the year ended
January 31, 2009 and January 30, 2010 because they had
exercise prices that were greater than the average closing price
of the Companys common stock for the period.
F-21
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
During the first quarter of 2009, the Company adopted updated
provisions of ASC 260 Earnings per Share relating to
determining whether instruments granted in share-based payment
transactions are participating securities which addresses
whether instruments granted in share-based payment awards that
entitle their holders to receive non-forfeitable dividends or
dividend equivalents before vesting should be considered
participating securities and need to be included in the earnings
allocation in computing EPS under the two-class
method. The two-class method of computing EPS is an
earnings allocation formula that determines EPS for each class
of common stock and participating security according to
dividends declared (or accumulated) and participation rights in
undistributed earnings. This guidance requires all prior period
EPS data to be adjusted retrospectively. Because the
Companys restricted share awards do not contractually
participate in its losses, the Company has not used the
two-class method to calculate basis and diluted EPS.
|
|
16.
|
Fair
Value of Financial Instruments
|
The carrying values and fair values of the Companys
financial instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2009
|
|
|
January 30, 2010
|
|
|
|
Carrying
|
|
|
|
|
|
Carrying
|
|
|
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Cash and cash equivalents
|
|
$
|
134,676
|
|
|
$
|
134,676
|
|
|
$
|
154,685
|
|
|
$
|
154,685
|
|
Revolving credit facility
|
|
|
11,482,862
|
|
|
|
11,482,862
|
|
|
|
10,531,687
|
|
|
|
10,531,687
|
|
Subordinated secured term loan
|
|
|
4,817,282
|
|
|
|
4,786,652
|
|
|
|
2,785,112
|
|
|
|
2,811,386
|
|
Subordinated convertible debentures
|
|
|
4,000,000
|
|
|
|
2,227,463
|
|
|
|
4,000,000
|
|
|
|
2,578,638
|
|
The carrying amount of cash equivalents approximates fair value
because of the short maturity of those instruments. The carrying
amount of the revolving credit facility approximates fair value
because the facility has a floating interest rate. The fair
values of the subordinated secured term loan and the
subordinated convertible debentures have been estimated based on
Level 3 inputs in the fair value hierarchy as there is no
relevant publicly available data regarding the valuation of debt
of similar size and maturities of companies with comparable
credit ratings.
|
|
17.
|
Related
Party Transactions
|
Among the investors in the subordinated convertible debentures
described in Note 9 are Andrew Baur and Scott Schnuck, who
are directors of the Company, Bernard Edison and Julian Edison,
who are advisory directors to the Company, and an entity
affiliated with Mr. Baur. Each of Messrs. Baur,
Schnuck, B. Edison and J. Edison receive fees and other
compensation from time to time in their capacities with the
Company. Mr. B. Edison beneficially owns in excess of 5% of
the Companys common stock.
|
|
18.
|
Quarterly
Financial Data Unaudited
|
Summarized quarterly financial information for fiscal years 2008
and 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks
|
|
|
Thirteen Weeks
|
|
|
Thirteen Weeks
|
|
|
Thirteen Weeks
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
May 3,
|
|
|
August 2,
|
|
|
November 1,
|
|
|
January 31,
|
|
|
|
2008
|
|
|
2008
|
|
|
2008
|
|
|
2009
|
|
|
Fiscal year 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
43,537,503
|
|
|
$
|
43,568,099
|
|
|
$
|
41,075,064
|
|
|
$
|
55,481,123
|
|
Gross profit
|
|
|
11,249,973
|
|
|
|
12,879,165
|
|
|
|
8,996,887
|
|
|
|
17,425,637
|
|
Net income (loss)(1)(2)
|
|
|
(4,874,068
|
)
|
|
|
(2,261,710
|
)
|
|
|
(8,343,124
|
)
|
|
|
483,301
|
|
Basic earnings (loss) per share
|
|
|
(0.70
|
)
|
|
|
(0.32
|
)
|
|
|
(1.18
|
)
|
|
|
0.07
|
|
Diluted earnings (loss) per share
|
|
|
(0.70
|
)
|
|
|
(0.32
|
)
|
|
|
(1.18
|
)
|
|
|
0.07
|
|
F-22
BAKERS
FOOTWEAR GROUP, INC.
NOTES TO
FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks
|
|
|
Thirteen Weeks
|
|
|
Thirteen Weeks
|
|
|
|
Thirteen Weeks
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
Ended May 2,
|
|
|
August 1,
|
|
|
October 31,
|
|
|
January 30,
|
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2010
|
|
|
Fiscal year 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
44,976,621
|
|
|
$
|
43,720,271
|
|
|
$
|
39,042,191
|
|
|
$
|
57,629,613
|
|
Gross profit
|
|
|
12,696,440
|
|
|
|
12,922,107
|
|
|
|
6,766,363
|
|
|
|
20,983,690
|
|
Net income (loss)(2)
|
|
|
(2,768,668
|
)
|
|
|
(1,736,643
|
)
|
|
|
(10,166,980
|
)
|
|
|
5,590,195
|
|
Basic earnings (loss) per share
|
|
|
(0.39
|
)
|
|
|
(0.24
|
)
|
|
|
(1.38
|
)
|
|
|
0.76
|
|
Diluted earnings (loss) per share
|
|
|
(0.39
|
)
|
|
|
(0.24
|
)
|
|
|
(1.38
|
)
|
|
|
0.72
|
|
|
|
|
(1) |
|
During fiscal year 2008 the Company recognized income tax
expense of $222,498 in the second quarter related to federal
alternative minimum tax and recognized income tax benefit of
$137,651 in the fourth quarter related to realized state net
operating loss carrybacks. All other net income tax benefits
were offset by changes to the valuation allowance. |
|
(2) |
|
During the third quarter of fiscal year 2008 and 2009, the
Company recognized $2,609,588, and $2,762,273 respectively in
noncash charges related to the impairment of long-lived assets
of underperforming stores. |
F-23